FCF First Commonwealth Financial Corp

As filed with the Securities and Exchange Commission on January 29, 2025

Registration No. 333-   

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FIRST COMMONWEALTH FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

601 Philadelphia Street

Indiana, PA 15701

724-349-7220

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

James R. Reske

Executive Vice President and Chief Financial Officer

First Commonwealth Financial Corporation

601 Philadelphia Street

Indiana, Pennsylvania 15701

(724) 349-7220

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about FCF from documents filed with the Securities and Exchange Commission, or SEC, that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by FCF at no cost from the SEC’s website at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this proxy statement/prospectus, at no cost by contacting FCF at the contact information set forth below:

First Commonwealth Financial Corporation

601 Philadelphia Street

Indiana, Pennsylvania 15701

Attention: General Counsel

Telephone: (800) 711-2265

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, CFI shareholders must request them no later than five (5) business days before the date of the CFI shareholder meeting, or [    ], 2025.

If you are a CFI shareholder and have any questions about the merger agreement, the merger, the CFI special meeting or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, need a proxy card or need help voting your shares of CFI common stock, please contact Lee E. Lyon II, Executive Vice President & Secretary of CFI, 744 State Route 28, Milford, OH 45150, telephone: (513) 965-6905.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [    ], 2025, and you should assume that the information in this proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this proxy statement/prospectus from another document is accurate as of the date of such other document or the date referenced in such other document with respect to particular information contained therein. Neither the mailing of this proxy statement/prospectus to the shareholders of CFI nor the issuance by FCF of shares of FCF common stock in connection with the merger will create any implication to the contrary.

This proxy statement/prospectus 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. Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding CFI has been provided by CFI and information contained in this proxy statement/prospectus regarding FCF has been provided by FCF.

Please see “Where You Can Find More Information” for more details. 

CenterGroup Financial, Inc.

744 State Route 28

Milford, Ohio 45150

NOTICE OF SPECIAL MEETING OF CFI SHAREHOLDERS

To CenterGroup Shareholders:

On December 18, 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”). A copy of the merger agreement is attached as Annex A to the accompanying proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a special meeting (the “CFI special meeting”) of holders of CFI common stock (“CFI common stock”) will be held on [   ], 2025 at [   ], Eastern Time. We are pleased to notify you of and invite you to the CFI special meeting, which will be held at [   ].

At the CFI special meeting, holders of CFI common stock will be asked to vote on the following matters:

The board of directors of CFI has fixed the close of business on [   ], 2025 as the record date for the CFI special meeting. Only holders of record of CFI common stock as of the close of business on the record date for the CFI special meeting are entitled to notice of the CFI special meeting or any adjournment or postponement thereof. Only holders of record of CFI common stock will be entitled to vote at the CFI special meeting or any adjournment or postponement thereof.

Holders of record of CFI common stock have the right to dissent from the merger agreement and the merger and obtain payment in cash of the appraised fair value of their shares of CFI common stock under applicable provisions of the Ohio General Corporation Law, or the OGCL. In order for a holder of CFI common stock to perfect his, her or its right to dissent, such holder must carefully follow the procedure set forth in the OGCL. A copy of the applicable statutory provisions of the OGCL is included as Annex B to the accompanying proxy statement/prospectus and a summary of these provisions can be found under the caption “The Merger — Dissenters’ Rights,” beginning on page 56 of the proxy statement/prospectus. The merger may not be completed if the holders of more than five percent (5%) of the outstanding shares of CFI common stock exercise dissenters’ rights.

The CFI board of directors unanimously recommends that holders of CFI common stock vote “FOR” the CFI merger proposal and “FOR” the CFI adjournment proposal.

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless holders of CFI common stock approve the CFI merger proposal. The affirmative vote of sixty-six and two-thirds percent (66-2/3%) of the outstanding shares of CFI common stock is required to approve the CFI merger proposal. Whether or not you plan to attend the CFI special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

By Order of the Board of Directors

Stewart M. Greenlee

President and Chief Executive Officer

CenterGroup Financial, Inc.

[   ], 2025

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following are some questions that you may have about the merger and the CFI 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 with respect to the merger or the CFI special meeting. Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 87.

In this proxy statement/prospectus, unless the context otherwise requires:

Each share of CFI common stock issued and outstanding immediately prior to the effective time, except for shares of CFI common stock owned by CFI as treasury stock or owned by CFI or FCF (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) and except for shares for which appraisal rights have been exercised, will be converted into the right to receive 6.10 shares (the “exchange ratio”) of FCF common stock (the “merger consideration”).

After completion of the merger, CFI will cease to exist. Holders of FCF common stock will continue to own their existing shares of FCF common stock. See the information provided in the section entitled “The Merger Agreement—Structure of the Merger” beginning on page 58 and the merger agreement for more information about the merger.

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In order to complete the merger, among other things, CFI shareholders must approve and adopt the merger agreement (the “CFI merger proposal”).

In order to approve the merger agreement and related matters, CFI has called a special meeting of its shareholders (the “CFI special meeting”). This document serves as the proxy statement for the CFI special meeting and describes the proposals to be presented at the CFI special meeting.

This document is also a prospectus that is being delivered to holders of CFI common stock because, pursuant to the merger agreement, FCF is offering shares of FCF common stock to holders of CFI common stock.

This proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the CFI special meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending your meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

Even if you plan to attend the special meeting in person, CFI recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

In order to complete the merger, among other things, CFI shareholders must approve the CFI merger proposal. The CFI adjournment proposal is not a condition to the obligations of FCF or CFI to complete the merger.

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CFI is permitted to terminate the merger agreement, in certain circumstances, if the market price of FCF common stock falls below certain thresholds. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 72 for a more detailed discussion of the circumstances under which CFI can terminate the merger agreement.

Immediately prior to the effective time (but contingent upon the closing), each award in respect of a share of CFI common stock subject to vesting, repurchase or other lapse restriction granted under a CFI stock plan that is unvested or contingent and outstanding immediately prior to the effective time (a “CFI Restricted Stock Award”) will fully vest (with any performance-based vesting condition applicable to such CFI Restricted Stock Award deemed satisfied to the extent provided in the applicable award agreement) and will be cancelled and converted automatically into the right to receive merger consideration in respect of each such share of CFI common stock under such CFI Restricted Stock Award, less applicable withholding taxes.

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Attendance at the special meeting is not required to vote. See below and the section entitled “The CFI Special Meeting—Proxies” beginning on page 29 for instructions on how to vote your shares of CFI common stock without attending the CFI special meeting.

Beneficial Owners. If you hold shares in a brokerage or other account in “street name,” you are a “beneficial owner” and your shares may be voted at the CFI special meeting by you as described below.

CFI special meeting. The CFI special meeting will be conducted in person at [    ].

Both shareholders of record and street name shareholders will be able to attend the CFI special meeting, ask questions during the meeting and vote their shares in person at the CFI special meeting.

If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker in order to vote your shares during the CFI special meeting. Please contact the institution holding your shares for information on how to obtain a legal proxy. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the CFI special meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership.

Even if you plan to attend the CFI special meeting in person, CFI recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

Additional information on attending the CFI special meeting can be found under the section entitled “The CFI Special Meeting—Attending the Special Meeting” on page 28.

If you are a record holder of CFI common stock, you can vote your shares by proxy by mail by following the instructions provided in the enclosed proxy card. If you hold shares beneficially in “street name” as a beneficial owner of CFI common stock, you should follow the voting instructions provided by your bank, broker, trustee or other nominee.

Additional information on voting procedures can be found under the section entitled “The CFI Special Meeting—Attending the Special Meeting” on page 28.

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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 (1) 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 CFI 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 CFI special meeting. If your bank, broker, trustee or other nominee holds your shares of CFI common stock in “street name,” such entity will vote your shares of CFI 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.

If you are a beneficial owner of CFI common stock and you do not instruct your bank, broker, trustee or other nominee on how to vote your shares of CFI common stock:

For purposes of the CFI special meeting, an abstention occurs when a CFI shareholder attends the CFI special meeting and does not vote or returns a proxy with an “abstain” instruction.

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The CFI board of directors unanimously recommends that you vote “FOR” the CFI merger proposal and “FOR” the other proposals to be considered at the CFI special meeting.

If you are a beneficial owner and your shares are held by a bank, broker, trustee or other nominee, you may change your vote by:

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Record Holders: For shares held directly, please complete, sign, date and return each proxy card or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of CFI common stock are voted.

Beneficial Owners: For shares held in “street name” through a bank, broker, trustee or other nominee, you should follow the procedures provided by your bank, broker, trustee or other nominee in order to vote your shares.

If you have any questions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card or voting instruction card, you should contact Lee E. Lyon II, Executive Vice President and Secretary of CFI, at (513) 965-6905.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference into this proxy statement/prospectus are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Any statement that does not describe historical or current facts is a forward-looking statement, including statements with respect to CFI’s and FCF’s beliefs, goals, intentions, and expectations regarding the proposed transaction, revenues, earnings, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected costs of the transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.

Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “project,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could,” or “may,” or by variations of such words or by similar expressions. Forward-looking statements are based on current expectations, estimates and projections about CFI’s and FCF’s businesses, beliefs of CFI’s and FCF’s management and assumptions made by CFI’s and FCF’s management. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties and assumptions (“Future Factors”) which are difficult to predict, change over time, and many of which are beyond the control of FCF and CFI. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

Future Factors include, among others:

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These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, either nationally or in the states in which FCF, CFI, or their respective subsidiaries do business, including interest rate and currency exchange rate fluctuations, changes and trends in the securities markets, and other Future Factors.

For any forward-looking statements made in this proxy statement/prospectus or in any documents incorporated by reference into this proxy statement/prospectus, FCF and CFI claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the dates of the documents incorporated by reference in this proxy statement/prospectus. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Except as required by applicable law, neither FCF nor CFI undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that FCF has filed with the SEC as described under “Where You Can Find More Information” beginning on page 87.

FCF and CFI expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained or referred to in this proxy statement/prospectus.

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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 the caption “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 18, CFI shareholders should carefully consider the following risk factors in deciding whether to vote for the approval of the CFI merger proposal. You should also read and consider risk factors specific to FCF’s business that will also affect the combined company after the merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of FCF’s Annual Report on Form 10-K for the year ended December 31, 2023, in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of FCF’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024, and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 87 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

Risks Relating to the Consummation of the Merger

Because the market price of FCF common stock may fluctuate, CFI shareholders cannot be certain of the market value of the merger consideration they will receive.

In the merger, each share of CFI common stock issued and outstanding immediately prior to the effective time (except for certain shares owned by FCF or CFI), will be converted into 6.10 shares of FCF common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of FCF common stock. Changes in the price of FCF common stock between now and the time of the merger will affect the value that CFI shareholders will receive in the merger. FCF is not permitted to terminate the merger agreement as a result of any increase or decrease in the market price of FCF common stock. While CFI is permitted to terminate the merger agreement as a result of certain decreases in the market price of FCF common stock, such a right is subject to several limitations. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 72.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in FCF’s and CFI’s businesses, operations and prospects, volatility in the prices of securities in global financial markets, including market prices of FCF and other banking companies, the effects of regulatory considerations and tax laws, many of which are beyond FCF’s and CFI’s control. Therefore, at the time of the CFI special meeting, CFI shareholders will not know the market value of the consideration that CFI shareholders will receive at the effective time. You should obtain a current market quotation for shares of FCF common stock (NYSE: FCF).

The market price of FCF common stock after the merger may be affected by factors different from those currently affecting the shares of FCF common stock or CFI common stock.

In the merger, CFI shareholders will become FCF shareholders. FCF’s business differs from that of CFI and certain adjustments may be made to FCF’s business as a result of this merger. Accordingly, the results of operations of the combined company and the market price of FCF common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of FCF and CFI. For a discussion of the business of FCF and of certain factors to consider in connection with its 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 87.

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The opinion delivered by Janney to CFI’s board of directors prior to the entry into the merger agreement will not reflect changes in circumstances that may have occurred since the date of the opinion.

The opinion from Janney, CFI’s financial advisor, to CFI’s board of directors was delivered on and dated December 17, 2024. Changes in the operations and prospects of FCF or CFI, general market and economic conditions and other factors which may be beyond the control of FCF and CFI, including economic conditions, and the market price of FCF, may have altered the value of FCF or CFI or the prices of shares of FCF common stock and shares of CFI common stock as of the date of this proxy statement/prospectus, or may alter such values and prices by the time the merger is completed. The opinion from Janney does not speak as of the date of this proxy statement/prospectus or as of any other date subsequent to the date of the opinion.

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

Before the merger and the bank merger may be completed, various approvals, consents and non-objections must be obtained from the Federal Reserve Board, the FDIC and the PDBS and other regulatory authorities. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger—Regulatory Approvals” beginning on page 54. These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

In addition, despite the parties’ commitments to using their reasonable best efforts to comply with conditions imposed by regulators, under the terms of the merger agreement, neither FCF nor CFI, nor any of their respective subsidiaries, is permitted (without the written consent of the other party), to take, or agree to take, any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the required permits, consents, approvals and authorizations of governmental entities that would reasonably be expected to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the merger and the bank merger. See “The Merger—Regulatory Approvals” beginning on page 54.

Certain of CFI’s directors and executive officers may have interests in the merger that may differ from, or are in addition to, the interests of CFI shareholders.

CFI shareholders should be aware that some of CFI’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of CFI shareholders. These interests and arrangements may create potential conflicts of interest. The CFI 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 in recommending that the CFI shareholders vote to approve the merger agreement. For a more complete description of these interests, please see “The Merger—Interests of Certain CFI Directors and Executive Officers in the Merger” beginning on page 52.

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The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include, but are not limited to: (i) approval by CFI shareholders of the CFI merger proposal; (ii) authorization for listing on the NYSE of the shares of FCF common stock to be issued in the merger, subject to official notice of issuance; (iii) the receipt of required regulatory approvals; (iv) effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part; and (v) the absence of any order, injunction, decree or other legal restraint preventing the completion of the merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger or any of the other transactions contemplated by the merger agreement illegal. Each party’s obligation to complete the merger is also subject to certain additional customary conditions, including, but not limited to, (a) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, (b) the performance in all material respects by the other party of its obligations under the merger agreement and (c) the receipt by each party of an opinion from its counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. FCF’s obligation to complete the merger is also subject to no more than five percent (5%) of CFI common stock being held by persons who have exercised dissenters’ rights.

These conditions to the closing 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 the requisite shareholder approvals, or FCF or CFI may elect to terminate the merger agreement in certain other circumstances. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 72.

Failure to complete the merger could negatively impact FCF or CFI.

If the merger is not completed for any reason, including as a result of CFI shareholders failing to approve the CFI merger proposal, there may be various adverse consequences and FCF and/or CFI may experience negative reactions from the financial markets and from their respective customers and employees. For example, FCF’s or CFI’s businesses may have been impacted adversely 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. Additionally, if the merger agreement is terminated, the market price of FCF common stock or the value of CFI common stock could decline to the extent that current market prices reflect a market assumption that the merger will be beneficial and will be completed. FCF and/or CFI also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against FCF or CFI to perform their respective obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, CFI may be required to pay a termination fee of $2.3 million to FCF.

Additionally, each of FCF and CFI has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of preparing, filing, printing and mailing this proxy statement/prospectus, and all filing and other fees paid in connection with the merger. If the merger is not completed, FCF and CFI would have to pay these expenses without realizing the expected benefits of the merger.

FCF and CFI will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on FCF and CFI. These uncertainties may impair FCF’s or CFI’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with FCF or CFI to seek to change existing business relationships with FCF or CFI. In addition, subject to certain exceptions, FCF and CFI have each agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions that

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may adversely affect its ability to consummate the transactions contemplated by the merger agreement on a timely basis without the consent of the other party. These restrictions may prevent FCF and/or CFI from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements” beginning on page 62 for a description of the restrictive covenants applicable to FCF and CFI.

The announcement of the proposed merger could disrupt FCF’s and CFI’s relationships with their customers, suppliers, business partners and others, as well as their operating results and business generally.

Whether or not the merger is ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the merger on FCF’s and CFI’s business include the following:

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact each party’s results of operations and financial condition.

The merger agreement limits CFI’s ability to pursue alternatives to the merger and may discourage other companies from trying to acquire CFI.

The merger agreement contains “no shop” covenants that restrict CFI’s ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate, inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by its board of directors, engage in any negotiations concerning, or provide any confidential or non-public information or data relating to, any alternative acquisition proposals. These provisions, which include a $2.3 million termination fee payable under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of CFI from considering or proposing that acquisition. For more information, see “The Merger Agreement—Agreement Not to Solicit Other Offers; Termination of the Merger Agreement; Effect of Termination; Termination Fee” and “The Merger Agreement—Meeting; Recommendation of CFI’s Board of Directors” beginning on page 70.

The shares of FCF common stock to be received by CFI shareholders as a result of the merger will have different rights from the shares of CFI common stock.

In the merger, CFI shareholders will become FCF shareholders and their rights as shareholders will be governed by Pennsylvania law and the governing documents of the combined company following the merger. The rights associated with FCF common stock are different from the rights associated with CFI common stock. See “Comparison of the Rights of Holders of FCF Common Stock and Holders of CFI Common Stock” beginning on page 80 for a discussion of the different rights associated with FCF common stock.

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Shareholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of FCF and CFI.

Shareholders of FCF and/or shareholders of CFI may file lawsuits against FCF, CFI and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting FCF or CFI defendants from completing the merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to FCF and/or CFI, including any cost associated with the indemnification of directors and officers of each company. FCF and CFI may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of FCF and CFI and could prevent or delay the completion of the merger.

There has been no public market for CFI common stock and the lack of a public market may make it more difficult to determine the fair market value of CFI than if there were such a public market.

The outstanding shares of CFI common stock are privately held and are not traded on any public market. The lack of a public market may make it more difficult to determine the fair market value of CFI than if the outstanding shares of CFI common stock were traded publicly. The value ascribed to CFI’s common stock in other contexts, including in private valuations or financings, may not be indicative of the price at which the outstanding shares of CFI common stock may have traded on a public market. The consideration to be paid to holders of CFI common stock in the merger was determined based on negotiations between the parties and likewise may not be indicative of the price at which the outstanding shares of CFI common stock may have traded on a public market.

Risks Relating to the Combined Company’s Business Following the Merger

FCF and CFI are expected to incur substantial costs related to the merger and integration.

FCF and CFI have incurred and expect to incur a number of non-recurring costs associated with the merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are payable by either FCF or CFI regardless of whether or not the merger is completed. See “The Merger Agreement—Expenses and Fees” beginning on page 74.

FCF and CFI have incurred and expect to incur significant, non-recurring costs in connection with negotiating the merger agreement and closing the merger. In addition, the combined company will incur integration costs following the completion of the merger as FCF and CFI integrate their businesses, including facilities and systems consolidation costs and employment-related costs. FCF and CFI may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While FCF and CFI have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present. 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.

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Combining FCF and CFI may be more difficult, costly or time-consuming than expected, and FCF and CFI may fail to realize the anticipated benefits of the merger.

The success of the merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of FCF and CFI. To realize the anticipated benefits and cost savings from the merger, FCF and CFI must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized, without adversely affecting current revenues and future growth. If FCF and CFI are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the merger could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the combined company following the completion of the merger, which may adversely affect the value of the common stock of the combined company following the completion of the merger.

FCF and CFI have operated and, until the completion of the merger, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of FCF and CFI during this transition period and for an undetermined period after completion of the merger on the combined company.

The future results of the combined company following the merger may suffer if the combined company does not effectively manage its expanded operations.

Following the merger, the size of the business of the combined company will increase beyond the current size of either FCF’s or CFI’s business. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The combined company may also face increased scrutiny from governmental authorities as a result of the increased size of its business. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, revenue enhancement or other benefits currently anticipated from the merger.

The combined company may be unable to retain FCF and/or CFI personnel successfully after the merger is completed.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by FCF and CFI. It is possible that these employees may decide not to remain with FCF or CFI, as applicable, while the merger is pending or with the combined company after the merger is consummated. If FCF and CFI are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, FCF and CFI could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause the combined company’s business to suffer. FCF and CFI also may not be able to locate or retain suitable replacements for any key employees who leave either company. See “The Merger—Governance of FCF after the Merger” beginning on page 52.

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Holders of FCF and CFI common stock will have reduced ownership and voting interest in the combined company after the consummation of the merger and will exercise less influence over management.

FCF shareholders and CFI shareholders currently have the right to vote in the election of the board of directors and on other matters affecting FCF and CFI, respectively. When the merger is completed, each FCF shareholder and each CFI shareholder will become a holder of common stock of the combined company, with a percentage ownership of the combined company that is smaller than the holder’s percentage ownership of either FCF or CFI individually, as applicable, prior to the consummation of the merger. Based on the number of shares of FCF and CFI common stock outstanding as of [    ], 2025, and based on the number of shares of FCF common stock expected to be issued in the merger, the former CFI shareholders, as a group, are estimated to own approximately [    ]% of the fully diluted shares of the combined company immediately after the merger and current FCF shareholders as a group are estimated to own approximately [    ]% of the fully diluted shares of the combined company immediately after the merger. Because of this, CFI shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of CFI, and FCF shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of FCF.

Issuance of shares of FCF common stock in connection with the merger may adversely affect the market price of FCF common stock.

In connection with the payment of the merger consideration, FCF expects to issue approximately three (3) million shares of FCF common stock to CFI shareholders. The issuance of these new shares of FCF common stock may result in fluctuations in the market price of FCF common stock, including a stock price decrease.

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THE CFI SPECIAL MEETING

This section contains information for CFI shareholders about the special meeting that CFI has called to allow CFI shareholders to consider and vote on the CFI merger proposal and the CFI adjournment proposal. This proxy statement/prospectus is accompanied by a notice of the CFI special meeting and a form of proxy card that the CFI board of directors is soliciting for use by CFI shareholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Meeting

The CFI special meeting will be conducted in person at [    ] on [    ], 2025 at [    ], Eastern Time.

Matters to Be Considered

At the CFI special meeting, CFI shareholders will be asked to consider and vote upon the following proposals:

Recommendation of CFI’s Board of Directors

The CFI board of directors recommends that you vote “FOR” the CFI merger proposal and “FOR” the CFI adjournment proposal. See “The Merger—CFI’s Reasons for the Merger; Recommendation of CFI’s Board of Directors” beginning on page 39 for a more detailed discussion of the CFI board of directors’ recommendations.

Record Date and Quorum

The CFI board of directors has fixed the close of business on [    ], 2025 as the record date for the determination of CFI shareholders entitled to notice of and to vote at the CFI special meeting. As of the record date, there were [    ] shares of CFI common stock outstanding and [    ] shareholders of record.

Holders of a majority of the outstanding shares of CFI common stock entitled to vote at the CFI special meeting must be present, either in attendance in person or by proxy, to constitute a quorum at the CFI special meeting. If you fail to submit a proxy prior to the special meeting, or to vote in person, your shares of CFI common stock will not be counted towards a quorum. Abstentions are considered present for the purpose of establishing a quorum.

At the CFI special meeting, each share of CFI common stock is entitled to one (1) vote on all matters properly submitted to CFI shareholders.

As of the close of business on the CFI record date, CFI directors and executive officers and their affiliates owned and were entitled to vote approximately [    ] shares of CFI common stock, representing approximately [    ] percent ([    ]%) of the outstanding shares of CFI common stock. Each of CFI’s directors and certain of its executive officers will vote their shares in favor of the CFI merger proposal and the CFI adjournment proposal pursuant to the voting and support agreement entered into with FCF.

Broker Non-Votes

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

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a quorum if at least one (1) 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 CFI 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 CFI special meeting. If your bank, broker, trustee or other nominee holds your shares of CFI common stock in “street name,” such entity will vote your shares of CFI 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.

Vote Required; Treatment of Abstentions and Failure to Vote

CFI Merger Proposal

CFI Adjournment Proposal

Attending the Special Meeting

The CFI special meeting will be held in person at [    ], where CFI shareholders will be able to attend the CFI special meeting, ask questions and vote in person. You are entitled to attend the CFI special meeting only if you were a shareholder of record at the close of business on the record date (a “record holder”) or you held your CFI shares beneficially in the name of a bank, broker, trustee or other nominee as of the record date (a “beneficial owner”), or you hold a valid proxy for the CFI special meeting.

If you are a record holder, you will be able to attend the CFI special meeting in person, ask questions and vote during the meeting.

If you are a beneficial owner, see “— Shares Held in Street Name” below for further information. Please review this information prior to the CFI special meeting to ensure you are able to submit your vote.

Both shareholders of record and street name shareholders will be able to attend the CFI special meeting, ask their questions during the meeting and vote their shares in person at the CFI special meeting.

Even if you plan to attend the CFI special meeting in person, CFI recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

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Proxies

A holder of CFI shares may vote by proxy or at the CFI special meeting in person. If you hold your shares of CFI common stock in your name as a record holder, to submit a proxy, you, as a holder of CFI common stock, must complete and return the accompanying proxy card in the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States.

CFI requests that CFI shareholders vote as soon as possible by completing and signing the accompanying proxy card and returning it to CFI in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of CFI common stock represented by it will be voted at the CFI special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the CFI merger proposal and “FOR” the CFI adjournment proposal.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card whether or not you plan to attend the CFI special meeting in person. Sending in your proxy card will not prevent you from voting your shares personally at the meeting because you may subsequently revoke your proxy. See “— Revocability of Proxies” below for further information.

Shares Held in Street Name

If you do not attend the CFI special meeting and wish to vote, 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.

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

If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker in order to vote your shares during the CFI special meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the CFI special meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership.

Revocability of Proxies

If you directly hold shares of CFI common stock in your name as a record holder, you can change your proxy vote at any time before your proxy is voted at the CFI special meeting. You can do this by:

If you are a beneficial owner and your shares are held by a bank, broker, trustee or other nominee, you may change your vote by:

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Attendance in person at the CFI special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by CFI after the vote will not affect the vote at the CFI special meeting. If the CFI special meeting is postponed or adjourned, it will not affect the ability of CFI shareholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Shares Subject to Voting Agreement; Shares Held by Directors and Executive Officers

Each director of CFI as well as certain executive officers of CFI have entered into a voting and support agreement (which we refer to as the “voting agreement”) in the form attached as Exhibit A to the merger agreement, which is attached as Annex A to this proxy statement/prospectus. Under the voting agreement, each such person agreed, among other things, to vote the shares of CFI common stock (1) in favor of the merger agreement and in favor of each of the other actions contemplated by the merger agreement, (2) against approval of any proposal made in opposition to, or in competition with, the merger or any other transactions contemplated by the merger agreement and (3) against any action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the merger or any other transactions between FCF and CFI as contemplated by the merger agreement. As of the CFI record date, [    ] shares of CFI common stock, or approximately [    ]% of the outstanding shares of CFI common stock entitled to vote at the CFI special meeting, are bound by the voting agreement.

Delivery of Proxy Materials

As permitted by applicable law, only one (1) copy of this proxy statement/prospectus is being delivered to CFI shareholders residing at the same address, unless such CFI shareholders have notified CFI of their desire to receive multiple copies of the proxy statement/prospectus.

CFI will promptly deliver, upon oral or written request, a separate copy of the proxy statement/prospectus to any holder of CFI common stock residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to Lee E. Lyon II at lee@center.bank; (513) 965-6905.

Dissenters’ Rights

Holders of CFI common stock are entitled to assert dissenters’ rights with respect to the CFI merger proposal. These dissenters’ rights are conditioned on strict compliance with the requirements of Section 1701.85 of the OGCL. Please see “The Merger — Dissenters’ Rights,” beginning on page 56, and the full text of Section  1701.85 of the OGCL, which is reproduced in full in Annex B to this proxy statement/prospectus, for additional information.

Solicitation of Proxies

FCF and CFI will share equally the expenses incurred in connection with the printing and mailing of this proxy statement/prospectus. CFI will also request banks, brokers, trustees and other intermediaries holding shares of CFI common stock beneficially owned by others to send this proxy statement/prospectus to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of CFI. No additional compensation will be paid to CFI’s directors, officers or employees for solicitation.

You should not send in any CFI stock certificates with your proxy card (or, if you are a beneficial owner, your voting instruction card). The exchange agent will mail a transmittal letter with instructions for the surrender of stock certificates to CFI shareholders as soon as practicable after completion of the merger.

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Other Matters to Come Before the CFI Special Meeting

CFI management knows of no other business to be presented at the CFI special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the CFI board of directors’ recommendations.

Assistance

If you need assistance in completing your proxy card, have questions regarding CFI’s special meeting or would like additional copies of this proxy statement/prospectus, please contact Lee E. Lyon II by telephone (513) 965-6905 or by e-mail (lee@center.bank).

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CFI PROPOSALS

PROPOSAL 1: CFI MERGER PROPOSAL

Pursuant to the merger agreement, CFI is asking CFI shareholders to approve the adoption of the merger agreement and the transactions contemplated thereby, including the merger. CFI shareholders should read this proxy statement/prospectus carefully and in its entirety, including the annexes, 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 Annex A.

After careful consideration, the CFI board of directors approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of CFI and CFI shareholders. See “The Merger—CFI’s Reasons for the Merger; Recommendation of CFI’s Board of Directors” beginning on page 39 for a more detailed discussion of the CFI board of directors’ recommendation.

The approval of the CFI merger proposal by CFI shareholders is a condition to the completion of the merger.

The CFI board of directors unanimously recommends a vote “FOR” the CFI merger proposal.

PROPOSAL 2: CFI ADJOURNMENT PROPOSAL

The CFI special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the CFI special meeting to approve the CFI merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to CFI shareholders.

If, at the CFI special meeting, the number of shares of CFI common stock present or represented and voting in favor of the CFI merger proposal is insufficient to approve the CFI merger proposal, CFI intends to move to adjourn the CFI special meeting in order to enable the CFI board of directors to solicit additional proxies for approval of the CFI merger proposal. In that event, CFI will ask CFI shareholders to vote upon the CFI adjournment proposal, but not the CFI merger proposal.

In this proposal, CFI is asking CFI shareholders to authorize the holder of any proxy solicited by the CFI board of directors on a discretionary basis (i) if there are not sufficient votes at the time of the CFI special meeting to approve the CFI merger proposal or (ii) if necessary or appropriate to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to CFI shareholders, to vote in favor of adjourning the CFI special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from CFI shareholders who have previously voted. Pursuant to the CFI bylaws, if a new record date is set for the adjourned meeting, a notice of the adjourned meeting must be given to each shareholder of record entitled to vote at the meeting.

The approval of the CFI adjournment proposal by CFI shareholders is not a condition to the completion of the merger.

The CFI board of directors unanimously recommends a vote “FOR” the CFI adjournment proposal.

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INFORMATION ABOUT THE COMPANIES

FCF

FCF is a financial holding company headquartered in Indiana, Pennsylvania. FCF’s subsidiaries include, FCF Bank, First Commonwealth Insurance Agency, Inc., FRAMAL and First Commonwealth Financial Advisors, Inc. FCF provides a diversified array of consumer and commercial banking services through FCF Bank. FCF also provides trust and wealth management services and offers insurance products through FCF Bank and its other operating subsidiaries. At September 30, 2024, FCF had total assets of $12 billion, total loans of $9 billion, total deposits of $9.7 billion and shareholders’ equity of $1.4 billion.

FCF Bank is a Pennsylvania bank and trust company. At September 30, 2024, FCF Bank operated 125 community banking offices in 30 counties throughout western and central Pennsylvania and throughout Ohio, as well as commercial lending operations in Pittsburgh and Harrisburg, Pennsylvania, and Canton, Cleveland, Columbus and Cincinnati, Ohio. The Company also operates mortgage offices in Wexford, Pennsylvania, as well as Hudson and Lewis Center, Ohio. FCF provides a full range of commercial banking, consumer banking, mortgage, equipment finance, wealth management and insurance products and services through its subsidiaries First Commonwealth Bank and First Commonwealth Insurance Agency.

FCF’s common stock is traded on NYSE under the symbol “FCF.” FCF’s principal executive office is located at 601 Philadelphia Street, Indiana, Pennsylvania 15701 and its telephone number is (724) 349-7220.

CFI

CFI, headquartered in Milford, Ohio, is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and was incorporated under the laws of the State of Ohio in 2010. CFI’s subsidiaries include CenterBank, a full-service community bank charted in Ohio under Title XI of the Ohio Revised Code and a member of the Federal Home Loan Bank system, and Warm and Cozy Homes, LLC, a Delaware limited liability company. CFI’s primary business activities are conducted through CenterBank, which operates out of three (3) banking offices in Cincinnati, Milford and Madeira, Ohio, a commercial center in Cincinnati, Ohio and a mortgage center in Cincinnati, Ohio.

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SECURITY OWNERSHIP OF CERTAIN CFI BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of September 30, 2024, the beneficial ownership of CFI common stock by (i) each of CFI’s directors, (ii) certain of CFI’s executive officers, (iii) CFI’s directors and executive officers as a group, and (iv) each person known to CFI to beneficially own more than five percent (5%) ownership of the issued and outstanding CFI common stock. Unless otherwise indicated, the address of each listed CFI shareholder is c/o CenterGroup Financial, Inc., 744 State Route 28, Milford, OH 45150.

Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities. Unless otherwise indicated, and subject to the voting agreement entered into with FCF in connection with entering into the merger agreement, to CFI’s knowledge, the persons or entities identified on the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

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THE MERGER

This section of the proxy statement/prospectus describes material aspects of the merger. This summary may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the merger. In addition, we incorporate important business and financial information about each of us into this proxy statement/prospectus by reference. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 87.

Terms of the Merger

Each of FCF’s and CFI’s respective board of directors has approved the merger agreement. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth in the merger agreement, FCF and CFI will merge, with FCF as the surviving corporation, which is referred to as the merger. Following the merger, FCF Bank and CenterBank will merge, with FCF Bank as the surviving bank, which is referred to as the bank merger.

Each share of CFI common stock issued and outstanding immediately prior to the effective time, except for shares of CFI common stock owned by CFI as treasury stock or owned by CFI or FCF or a subsidiary of either (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) and except for shares for which appraisal rights have been exercised, will be converted into the right to receive 6.10 shares of FCF common stock. Holders of CFI common stock who would otherwise be entitled to a fractional share of FCF common stock in the merger will instead receive an amount in cash (rounded to the nearest cent) determined by multiplying the average closing price of FCF common stock reported on the NYSE for the five (5) trading days ending on the trading day immediately prior to the closing date (the “FCF Closing Price”) by the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of FCF common stock that such shareholder would otherwise be entitled to receive.

CFI shareholders are being asked to approve the CFI merger proposal. See the section entitled “The Merger Agreement” beginning on page 58 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

On June 19, 2024, CFI’s senior management team met with Janney Montgomery Scott LLC (“Janney”), where Janney presented strategic discussion materials detailing the mergers and acquisitions landscape, and after lengthy discussion, it was the consensus of the board of directors that given CFI’s small size and attendant challenges to achieving economies of scale, prevailing economic conditions, and other factors, CFI would likely face significant challenges to growth and profitability by operating independently under its existing business plan and that considering a strategic transaction would likely be in the best interests of CFI’s shareholders and other constituencies. CFI’s board of directors retained Janney on June 28, 2024, to render financial advice in connection with a potential acquisition, merger or transaction. Janney is a nationally recognized investment banking firm with substantial experience advising financial institutions with respect to mergers and acquisitions and other matters.

During August 2024, representatives of CFI senior management worked with Janney representatives to prepare a confidential information memorandum (“CIM”) to be distributed to potential interested parties to solicit their interest in a potential merger transaction with CFI. Thereafter, a form of confidentiality agreement was prepared for use in connection with the distribution of the CIM. CFI populated a virtual data room containing financial and other information regarding CFI. Janney contacted twenty-five (25) potential interested parties (each on the list

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of potential interested parties identified by Janney, in consultation with CFI). Each confidentiality agreement included customary non-disclosure provisions and a standstill provision prohibiting the CFI counterparty, for one (1) year from the date of the confidentiality agreement, from offering to acquire or acquiring CFI, and from taking certain other actions, including soliciting proxies, without the prior written consent of CFI; provided, however, that this standstill provision would become null and void if CFI enters into and publicly announces a definitive acquisition agreement with any third party.

CFI and FCF entered into a confidentiality agreement on August 16, 2024. FCF submitted a non-binding indication of interest letter (“IOI”) on September 11, 2024. On September 11, 2024, a bank holding company (“Company A”), a bank holding company (“Company B”) and another bank holding company (“Company C”) each submitted an IOI. CFI’s executive committee met on September 13, 2024, with representatives of Janney present, to review the results of the solicitation process and the terms of the IOIs received from FCF, Company A, Company B and Company C. FCF’s IOI proposed a 100% stock transaction with a value range per share for each outstanding common share of CFI to be paid in all FCF stock. Company A’s and Company C’s IOIs also proposed 100% stock purchases and a value range for the CFI shares. Company B’s IOI proposed a 75% stock and 25% cash purchase and a value range for the CFI shares. As part of this discussion, Janney representatives updated the committee regarding the prevailing bank and thrift mergers and acquisitions market. The committee also reviewed again its decision to explore a potential merger and noted the prevailing macroeconomic conditions the effect of these conditions on the banking industry in general and on CFI in particular, among other matters.

CFI’s board of directors met on September 17, 2024, with representatives of Janney and legal counsel attending, to discuss the progress of the current solicitation process underway by Janney and the terms of the IOIs received from FCF, Company A, Company B and Company C. Legal counsel began the meeting by describing the role of legal counsel in a potential transaction to guide the directorate through necessary activities. The board of directors also discussed with Janney’s representatives the process for soliciting IOIs from potential interested parties by distributing the CIM, conditioned upon the execution of a confidentiality agreement with CFI. Janney representatives also led a discussion on the banking industry and bank mergers and acquisition activity generally. After lengthy discussion with senior management, the board of directors authorized Janney to contact FCF and Company A to give them the opportunity to conduct further due diligence on CFI so that they may submit revised IOIs for review and consideration.

During late September and into October 2024, representatives of CFI conducted preliminary reverse due diligence on both FCF and Company A, and representatives of FCF and Company A conducted further due diligence on CFI. CFI’s board of directors met on October 9, 2024, with representatives of Janney, senior management of CFI, and senior management of FCF. FCF discussed and answered questions on its historical and prospective financial performance and general business plans as a prospective acquirer of CFI. CFI’s board of directors met on October 10, 2024, with representatives of Janney, senior management of CFI and senior management of Company A present. Company A discussed and answered questions on its historical and prospective financial performance and general business plans as a prospective acquirer of CFI.

On October 22, 2024, Company A submitted a revised IOI based on its additional diligence of CFI.

FCF submitted a letter of intent (“LOI”) on October 22, 2024, which was revised on November 12, 2024, following additional due diligence. The October LOI proposed a 100% stock transaction at a fixed exchange ratio of 6.0 shares of FCF common stock for each share of CFI common stock, based on a volume-weighted average price (“VWAP”) of FCF stock price at that time.

CFI’s board of directors met on October 24, 2024, with representatives of Janney and legal counsel attending. The board discussed FCF’s LOI and representatives of Janney updated the board of directors on the current process, terms and details of the non-binding offers from FCF and Company A, among other matters. After lengthy discussion, CFI’s board of directors directed the representatives of Janney to dismiss Company A from further negotiations and to move forward on negotiations with FCF.

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Following an inquiry from a representative of an Ohio not-for-profit, member-owned financial cooperative (“Company D”), CFI received an informal IOI from Company D on November 7, 2024, proposing an all-cash taxable purchase and assumption transaction.

Following further negotiation between CFI and FCF, the FCF LOI was revised on November 12, 2024 to increase the fixed exchange ratio to 6.10 shares of FCF common stock for each share of CFI common stock, which valued the CFI stock at $114.56 per share based on FCF’s 5-day VWAP of $18.78 on November 11, 2024.

CFI’s board of directors met on November 12, 2024, with representatives of Janney and of legal counsel attending, to discuss the current status of the solicitation process. The board of directors reviewed and discussed FCF’s revised LOI and Company D’s IOI, as well as regulatory approval issues and bank merger and acquisitions generally. Since Company D had not completed due diligence procedures or met with CFI management, and since the transaction would have been taxable to all CFI shareholders, the CFI board of directors decided to continue negotiations with FCF. Following a lengthy discussion on the revised FCF LOI, Company D IOI and other matters, the board of directors approved the FCF’s revised LOI. The revised FCF LOI was signed on November 13, 2024, and following CFI’s acceptance and delivery of FCF’s revised LOI, there were no further discussions between CFI and FCF regarding the pricing terms set forth in that LOI, and FCF and CFI entered an exclusivity agreement to allow time for additional due diligence and the negotiation of a definitive agreement.

On November 21, 2024, FCF’s counsel distributed an initial draft of the merger agreement to CFI’s legal counsel. Over the ensuing days, multiple drafts of the merger agreement were exchanged and representatives of FCF’s legal counsel and representatives of CFI’s legal counsel participated in calls to discuss open issues, which included deal protections, termination fees, the conduct of CFI’s business before closing, certain representations and warranties, and employee matters. During this time period, FCF conducted further due diligence on CFI, CFI conducted reverse due diligence on FCF and Stewart M. Greenlee commenced separate discussions with representatives of FCF regarding the terms of his proposed post-closing consulting arrangement with FCF.

CFI’s senior management met on December 2, 2024, with representatives of legal counsel attending, to discuss the current status of the merger agreement negotiations. Legal counsel reviewed with senior management the most recent draft of the merger agreement and updated CFI on the terms that were still under negotiation.

CFI’s board of directors met on December 17, 2024, with representatives of Janney and legal counsel attending, to consider whether to approve the merger agreement and the transactions contemplated by it. Before the meeting, senior management distributed to each director the proposed merger agreement, and ancillary documents, and a financial presentation prepared by Janney. Representatives of Janney reviewed in detail the pricing and other financial terms of the proposed merger agreement. Based on the pricing terms of the merger agreement, representatives of Janney informed the board of directors that the proposed merger consideration implied a price of $112.06 per share based on FCF’s closing stock price on December 16, 2024. Legal counsel and CFI senior management reviewed in detail the non-pricing terms and conditions of the proposed merger agreement, including, but not limited to, the transaction structure, the respective representations, warranties and covenants made by CFI and FCF, the closing conditions, and the respective termination rights of CFI and FCF. The board of directors reviewed all aspects of the merger process, including CFI’s current financial position, performance and prospects; its decision to pursue a strategic transaction; the process used to identify potential merger partners and solicit merger proposals; prevailing economic and stock market conditions; CFI’s due diligence investigation of FCF; FCF’s stock price performance and valuation metrics; the terms and conditions of the proposed merger agreement; the value of the proposed merger consideration; and the impact of the proposed merger on CFI’s shareholders and other constituencies. All questions and issues raised by the directors were addressed by senior management, representatives of Janney or representatives of legal counsel, as appropriate. Representatives of Janney then presented orally Janney’s opinion, which was subsequently confirmed in a letter addressed to the board of directors, to the effect that, as of December 17, 2024, and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by

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Janney as set forth in the opinion letter, the merger consideration to be paid by FCF to CFI’s common shareholders pursuant to the proposed merger agreement was fair to CFI’s common shareholders from a financial point of view. After considering the proposed merger agreement, and ancillary documents, and the matters discussed at the meeting and at prior meetings of the board of directors, the board of directors voted to adopt and approve the proposed merger agreement, to recommend that CFI’s shareholders vote to approve the proposed merger agreement and the transactions contemplated by it, and to authorize CFI’s President and Chief Executive Officer Stewart M. Greenlee to execute and deliver the merger agreement, and ancillary documents, on behalf of CFI.

On December 18, 2024, CFI and FCF executed the merger agreement, and after the close of business on December 18, 2024, CFI and FCF issued a joint press release to publicize the execution of the merger agreement.

FCF’s Reasons for the Merger

In reaching its decision to authorize and approve the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, the FCF board of directors evaluated the merger agreement, the merger and the other transactions contemplated by the merger agreement in consultation with FCF’s senior management, as well as with FCF’s legal and financial advisors, and considered a number of factors, including the following principal factors, which are not presented in order of priority:

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The FCF board of directors also considered the potential risks related to the transaction and concluded that the anticipated benefits of combining with CFI were likely to outweigh these risks substantially. These potential risks included, among others:

The foregoing discussion of the information, factors and risks considered by the FCF board of directors is not intended to be exhaustive, but includes the material factors and risks considered by the board of directors. In reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, the FCF board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The board of directors considered all these factors as a whole, and overall considered the factors to support its determination. This explanation of the reasoning of the FCF board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 18.

CFI’s Reasons for the Merger; Recommendation of CFI’s Board of Directors

CFI’s board of directors, together with CFI’s senior management and its financial and legal advisors, has determined that the merger is fair to and in the best interests of CFI and its shareholders and approved and adopted the merger agreement and the merger. ACCORDINGLY, CFI’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ALL HOLDERS OF CFI COMMON STOCK VOTE “FOR” THE MERGER PROPOSAL.

In reaching its conclusion to approve the merger agreement and the transactions contemplated by it, the board of directors considered a number of factors. The board of directors considered the following material factors:

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CFI’s board of directors also considered potential risks associated with the transactions contemplated by the merger agreement, including:

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CFI’s board of directors evaluated the factors described above and reached consensus that the merger agreement and the transactions contemplated by it were in the best interests of CFI and its shareholders.

CFI’s board of directors unanimously recommends that holders of CFI common stock vote “FOR” the approval of the merger proposal and “FOR” the adjournment proposal. CFI shareholders should be aware that CFI’s directors and executive officers have interests in the merger that are different from, or in addition to, those of other CFI shareholders. CFI’s board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement, and in recommending that the merger proposal be approved by the shareholders of CFI. After numerous and exhaustive deliberations with respect to the merger and the merger agreement, considering, among other things, the reasons discussed above, CFI’s board of directors approved the merger agreement and the merger as being in the best interests of CFI and its shareholders based on the total mix of information available to CFI’s board of directors. See the section entitled “The Merger—Interests of CFI’s Directors and Executive Officers in the Merger”.

This summary of the reasoning of CFI’s board of directors and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements”.

Opinion of CFI’s Financial Advisor

CFI engaged Janney to render financial advisory and investment banking services to the CFI board of directors, including delivery of an opinion to the CFI board of directors as to the fairness, from a financial point of view, of the merger consideration to the holders of CFI common stock. CFI engaged Janney because Janney is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, Janney is regularly engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions and other corporate transactions.

As part of its engagement, representatives of Janney attended the meeting of the CFI board of directors held on December 17, 2024, at which the CFI board of directors evaluated the merger. At this meeting, Janney reviewed the financial aspects of the merger and rendered an oral opinion, which was subsequently confirmed in writing, 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 Janney as set forth in such opinion, the merger consideration to be received in the merger by the holders of CFI common stock was fair, from a financial point of view, to such shareholders. The CFI board of directors adopted the merger agreement at such meeting.

The following description of the Janney fairness opinion is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex C 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 Janney in preparing the opinion.

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Janney’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was addressed to, the CFI 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 to the holders of CFI common stock, from a financial point of view, of the merger consideration to be received in the merger by such shareholders. It did not address the underlying business decision of CFI to engage in the merger or enter into the merger agreement or constitute a recommendation to the CFI board of directors in connection with the merger, and it does not constitute a recommendation to any holder of CFI common stock as to how to vote in connection with the merger or any other matter. Janney also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of CFI, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder.

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

In connection with rendering the opinion described above, Janney reviewed, analyzed and familiarized itself with the financial condition, business, operations, assets, earnings, prospects and senior management’s views as to the future financial performance of CFI and FCF and the proposed terms of merger. Janney reviewed, among other things:

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Janney also performed such other financial analyses, studies and investigations 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.

In conducting its review and arriving at its opinion, Janney relied upon and assumed the accuracy and completeness of all of the financial and other information and representations made or given by CFI and FCF, and their respective officers, directors, auditors, counsel and other agents, and on publicly available filings, releases and other information issued by CFI and FCF, including financial statements, financial projections and stock price data, as well as certain information from recognized independent sources, and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. Janney relied upon the pro forma financial impact of the merger on FCF, based on assumptions relating to transaction expenses, purchase accounting adjustments, cost savings and other synergies determined and provided by senior management of CFI and FCF. Janney assumed that all forecasts and projections provided to Janney were reasonably prepared and reflected the best currently available estimates and good faith judgments of the management of CFI and FCF as to their most likely future financial performance. Janney has further relied on the assurances of the respective management teams of CFI and FCF that they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading in any material respect. Janney 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.

Janney is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and Janney assumed, without independent verification, that the allowances for loan losses reported on the balance sheets of CFI and FCF are adequate to cover such losses. In rendering its opinion, Janney did not review any individual loans or credit files.

Janney did not make an independent valuation of the quality of CFI’s or FCF’s deposit base nor has Janney independently evaluated potential deposit concentrations or the deposit composition of CFI or FCF. Janney did not make an independent valuation of the quality of CFI’s or FCF’s investment securities portfolio nor has Janney independently evaluated potential concentrations in the investment portfolio of CFI or FCF.

Janney assumed, in all respects material to its analyses:

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Janney assumed that the merger would be consummated in a manner that complied with the applicable provisions of the Securities Act, the Exchange Act, and all other applicable federal and state statutes, rules and regulations. Janney was further advised by representatives of CFI that CFI relied upon advice from its advisors (other than Janney) or other appropriate sources as to all legal, tax, regulatory and accounting matters. Janney did not provide advice with respect to any such matters.

Janney’s opinion addressed only the fairness to the holders of CFI common stock, from a financial point of view, as of the date of the opinion, of the merger consideration to be received in the merger by such shareholders. Janney’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to Janney through such date and, accordingly, it speaks to no other date. Janney did not and does not have an obligation to update, revise or reaffirm its opinion. Janney’s opinion did not address, and Janney expressed no view or opinion with respect to:

Additionally, Janney assumed that the merger is, in all respects, lawful under applicable law. Further, Janney’s analyses and opinion, and the financial projections on which they were based, did not reflect changes in the operations and projections of CFI and FCF subsequent to the date of Janney’s opinion.

In performing its analyses, Janney made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of Janney, CFI and FCF. Any estimates contained in the analyses performed by Janney 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, the Janney opinion was among several factors taken into consideration by the CFI board of directors in making its determination to approve the merger agreement and the transactions contemplated thereby. Consequently, the analyses described below should not be viewed as determinative of the decision of the CFI board of directors to approve the merger agreement and the transactions contemplated thereby. The type and amount of consideration payable in the merger were determined through negotiation between CFI and FCF, and the decision for CFI to enter into the merger agreement was solely that of the CFI board of directors.

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

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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.

Summary of the Merger Consideration and Implied Transaction Metrics

Janney reviewed the financial terms of the merger. Pursuant to the terms of the merger agreement draft that was provided, at the effective time of the merger each share of CFI common stock issued and outstanding immediately prior to the effective time of the merger, except for certain shares as set forth in the merger agreement, shall be converted into the right to receive a fixed exchange ratio of 6.10 shares of FCF common stock. Based on this provision of the merger agreement, Janney calculated an aggregate implied transaction value of approximately $56.2 million and an implied purchase price per share of $112.06 consisting of the implied value of 492,941 shares of CFI common stock outstanding (inclusive of restricted stock awards) and 15,821 options with a weighted average exercise price of $50.37 based on the closing price of FCF common stock on December 16, 2024. Based upon financial information for CFI as of or for the last twelve-months (“LTM”) ended September 30, 2024, and the closing price of FCF common stock on December 16, 2024, Janney calculated the following implied aggregate transaction metrics:

FCF Comparable Companies Analysis

Using publicly available information, Janney compared the financial performance, financial condition and market performance of FCF to eighteen (18) exchange-traded banks and bank holding companies headquartered nationwide with total assets between $8 billion and $18 billion, tangible common equity / tangible assets of 7% to 10% and LTM core return on average tangible common equity greater than 12%, excluding mutuals and merger targets (the “FCF comparable companies”).

The FCF comparable companies were as follows:

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To perform this analysis, Janney used profitability data and other financial information as of or for the most recent available completed fiscal quarter (“MRQ”) or LTM, and market price information as of December 16, 2024. Certain financial data prepared by Janney, as referenced in the tables presented below, may not correspond to the data presented in FCF’s historical financial statements as a result of the different periods, assumptions and methods used by Janney to compute the financial data presented.

Janney’s analysis showed the following concerning the financial condition and performance of FCF and the FCF comparable companies for the LTM:

In addition, Janney’s analysis showed the following concerning the market performance of FCF and the FCF comparable companies:

None of the FCF comparable companies used as a comparison in the above analyses are identical to FCF. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

CFI Comparable Companies Analysis

Using publicly available information, Janney compared the financial performance, financial condition and market performance of CFI to twenty-five (25) exchange-traded banks and bank holding companies headquartered in the United States with total assets between $200 million and $500 million, tangible common equity / tangible assets of 8% to 12% and LTM core return on average tangible common equity between 3% and 12%, excluding mutuals and merger targets (the “CFI comparable companies”).

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The CFI comparable companies were as follows:

To perform this analysis, Janney used profitability data and other financial information as of or for the MRQ or LTM, and market price information as of December 16, 2024. Certain financial data prepared by Janney, as referenced in the tables presented below, may not correspond to the data presented in CFI’s historical financial statements as a result of the different periods, assumptions and methods used by Janney to compute the financial data so presented.

Janney’s analysis showed the following concerning the financial condition and performance of CFI and the CFI comparable companies for the LTM:

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In addition, Janney’s analysis showed the following concerning the market performance of CFI and the CFI comparable companies:

None of the CFI comparable companies used as a comparison in the above analyses are identical to CFI. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

In addition, Janney’s analysis compared pricing multiples for the merger to the implied merger pricing multiples of the CFI comparable companies on a per share basis. To account for an equity control premium, Janney applied a 24.8% premium to the CFI comparable companies based on the median one-day stock price premium for all bank and thrift merger transactions announced over the last ten (10) years as of December 16, 2024, based on data from S&P Capital IQ Pro.

Select Transactions Analysis

Janney reviewed publicly available information related to three sets of selected U.S. bank transactions:

All three sets of transactions excluded mergers of equals and transactions without disclosed deal values.

Recent Group

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Midwest Group

Nationwide Group

For each selected transaction, Janney derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available financial statements prior to the announcement of the respective transaction:

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The above transaction statistics for the selected transactions were compared with the corresponding transaction statistics for the merger based on the aggregate transaction value for the merger of $56.2 million, as described above, and using historical financial information for CFI as of or for the last twelve months ended September 30, 2024.

The results of the analysis are set forth in the following tables:

Recent Group

Midwest Group

Nationwide Group

No company or transaction used as a comparison in the above selected transactions analysis is identical to CFI, FCF or the merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgment concerning differences in financial and operating characteristics of the companies involved.

Pro Forma Financial Impact Analysis and Capital Ratios

Janney performed a pro forma financial impact analysis that combined projected income statement and balance sheet information of CFI and FCF. Using closing balance sheet estimates as of March 31, 2025 for CFI and FCF provided by CFI and FCF management, FCF analyst earnings estimates for 2024, 2025 and 2026, assumed long term earnings growth rates provided by CFI management, and pro forma assumptions (including, without limitation, purchase accounting adjustments, cost savings and related expenses expected to result from the merger) provided by FCF management, Janney analyzed the estimated financial impact of the merger on certain projected financial and operating results. This analysis indicated that the merger could be (i) accretive to FCF’s 2025, 2026 and 2027 estimated EPS, and (ii) dilutive to FCF’s estimated tangible book value per share at closing.

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Furthermore, the analysis indicated that pro forma for the merger, FCF’s tangible common equity to tangible assets ratio, leverage ratio, common equity Tier 1 ratio, Tier 1 risk-based capital ratio, and total risk-based capital ratio at closing would be above those required to be deemed “well capitalized” under regulatory guidelines. For all of the above analyses, the actual results achieved by FCF following the merger may vary from the projected results, and the variations may be material.

Discounted Cash Flow Analysis

Janney performed a discounted cash flow analysis to estimate a range for the implied equity value of CFI. In this analysis, the future cash flows are derived from CFI’s financial budget and management estimates and discounted back. Cash flows include projected cash dividends as well as an assumed value of one share at the end of year five using both earnings and tangible book value multiples. The range of discount rates for CFI was determined using the Capital Asset Pricing Model, which takes into account certain factors such as the current risk-free rate determined using the 10-year Treasury Rate on December 16, 2024 of 4.20%, the beta of CFI stock compared to the broader market, the Full-Information Beta for commercial banks from the Kroll U.S. Cost of Capital Navigator of 1.04, the Historical Long-Term Market Risk Premium from the Kroll U.S. Cost of Capital Navigator of 7.17%, and the Micro Cap Size Premium from the Kroll U.S. Cost of Capital Navigator of 2.91%. The discount rate resulting from this method was approximately 15.0%.

The ranges of values were derived by adding (i) the present value of the estimated earnings and cash dividends that CFI could generate over the five-year period from 2025 to 2029, if any, above a tangible common equity to tangible asset ratio of 8.00%, and (ii) the present value of CFI’s implied terminal value at the end of such period. In calculating the net present value of CFI using the earnings multiple, the range of price to earnings ratios used to determine possible future stock prices was 10.0x to 14.0x LTM earnings, with a midpoint of 12.0x. The midpoint multiple approximates median multiples in the peer group analysis. This discounted cash flow analysis resulted in a range of implied values per share of CFI common stock of $83.07 per share to $117.23 per share with a midpoint of $98.97 per share. In calculating the net present value of CFI using the tangible book value multiple, the range of price to tangible book value ratios used to determine possible future stock prices was 110% to 150% of tangible book value, with a midpoint of 130%. The midpoint multiple approximates median multiples in the peer group analysis. This discounted cash flow analysis resulted in a range of implied values per share of CFI common stock of $71.39 per share to $96.32 per share with a midpoint of $83.00 per share.

The discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, dividend payout rates and discount rates. The analysis did not purport to be indicative of the actual values or expected values of CFI or the pro forma combined company.

Janney’s Relationship with CFI

Janney acted as financial advisor to CFI in connection with the merger and did not act as an advisor to or agent of any other person. As part of its investment banking business, Janney is regularly engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, Janney has experience in, and knowledge of, the valuation of banking enterprises. In the ordinary course of its broker-dealer businesses, and further to certain existing sales and trading relationships between each of CFI and FCF and Janney, Janney and its affiliates may from time to time purchase securities from, and sell securities to, CFI and FCF, and as a market maker in securities, Janney and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of CFI or FCF for its own accounts and for the accounts of its customers and clients. Janney employees may also from time to time maintain individual positions in CFI common stock and/or FCF common stock.

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Pursuant to the Janney engagement agreement, CFI agreed to pay Janney a cash fee equal to 1.25% of the implied transaction value of the merger, $25,000 of which became payable before the rendering of Janney’s opinion, $150,000 of which became payable concurrently with the rendering of Janney’s opinion, and the balance of which is contingent upon the consummation of the merger. Janney’s fee for rendering the fairness opinion was not contingent upon Janney reaching any particular conclusion. CFI also agreed to reimburse Janney for reasonable out-of-pocket expenses and disbursements incurred in connection with its engagement and to indemnify Janney against certain liabilities relating to or arising out of Janney’s engagement or Janney’s role in connection therewith.

Janney has not had any material financial advisory and investment banking relationship with CFI or FCF during the past two (2) years in which compensation was received or was intended to be received as a result of the relationship between Janney, on the one hand, and CFI or FCF, on the other hand. Janney may provide investment banking services to FCF in the future (and to CFI, if the merger is not consummated), although there is no agreement to do so.

Interests of Certain CFI Directors and Executive Officers in the Merger

In considering the recommendation of CFI’s board of directors to vote for the merger proposal, CFI shareholders should be aware that directors and executive officers of CFI have interests in the merger that are in addition to, or different from, their interests as shareholders of CFI. CFI’s board of directors was aware of these interests and considered them in approving the merger agreement and the transactions contemplated by the merger agreement, including the merger, and the decision to recommend that the CFI shareholders approve the merger proposal. These interests are described below.

As described below, some of CFI’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of CFI shareholders generally. The CFI board of directors was aware of these interests and considered them in approving the merger agreement.

Restricted Stock Awards

CFI has awarded certain executive officers restricted CFI common stock, which may not be transferred and is subject to vesting restrictions. Immediately before the closing and pursuant to the merger agreement, each award in respect of a share of CFI common stock subject to vesting, repurchase or other lapse restriction granted under a CFI stock plan that is unvested or contingent and outstanding immediately prior to the effective time (a “CFI RSA”) will fully vest (with any performance-based vesting condition applicable to such CFI RSA deemed satisfied to the extent provided in the applicable award agreement) and will be cancelled and converted automatically into the right to receive merger consideration in respect of each such share of CFI common stock under such CFI RSA, less applicable withholding taxes. As of December 18, 2024, the date the merger agreement was executed, Stewart M. Greenlee, the only executive officer granted CFI RSAs, had 3,180 unvested CFI RSAs, which will vest as a result of the merger.

Stock Options

CFI has awarded certain officers and employees stock options to purchase CFI common stock pursuant to certain CFI stock option plans. Immediately before the effective time, each CFI stock option will fully vest and be cancelled and converted into the right to receive, as soon as reasonably practicable after the effective time of the merger, an amount in cash, without interest, equal to the product of (i) the number of CFI common stock subject to such option, multiplied by (ii) the excess, if any, of the Per Share Cash Equivalent Consideration (as defined below) over the per share exercise price of such stock option, net of any required withholding taxes. If the exercise price of an option exceeds the Per Share Cash Equivalent Consideration, then the option will be cancelled without any payment.

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As used herein, “Per Share Cash Equivalent Consideration” means an amount equal to the amount in cash, without interest, rounded to the nearest cent, equal to the (i) exchange ratio multiplied by (ii) the average of the daily closing prices of FCF common stock on the NYSE for the five (5) trading days ending on the trading day prior to the completion of the merger. Set forth below is the number of non-vested stock options held by the officers and employees of CFI as of December 18, 2024, the date the merger agreement was executed.

Indemnification and Directors’ and Officers’ Liability Insurance

The merger agreement requires FCF, as the surviving entity in the merger, to maintain for a period of six (6) years after consummation of the merger CFI’s existing directors’ and officers’ liability insurance policy, or policies with a substantially comparable insurer of at least the same coverage and amounts and containing terms and conditions that are no less advantageous to the insured, with respect to claims arising from facts or events that occurred at or prior to the consummation of the merger. However, FCF is not required to spend annually more than one hundred fifty percent (150%) of the current annual premium paid as of the date of the merger agreement by CFI for such insurance (the “premium cap”), and if such premiums for such insurance would at any time exceed that amount, then FCF will maintain policies of insurance which, in its good faith determination, provide the maximum coverage available at an annual premium equal to the premium cap. In lieu of the foregoing, CFI, in consultation with, but only upon the consent of FCF, may (and at the request of FCF, CFI will use its reasonable best efforts to), obtain at or prior to the effective time a six-year “tail” policy under CFI’s existing directors and officers insurance policy providing equivalent coverage to that described in the preceding sentence if such a policy can be obtained for an amount that, in the aggregate, does not exceed the premium cap.

Employment Agreements

CenterBank entered into employment agreements with each of Stewart M. Greenlee, President and CEO of CFI and CenterBank, Lee E. Lyon II, Executive Vice President and Secretary of CFI and CenterBank, and Alyssa M. Zeman, CFO of CFI and CenterBank, which provide certain payments and benefits to each executive officer in the event that executive officer’s employment is terminated (other than for cause) or in connection with a change in control. If, during the term of the agreement, in the case of Mr. Greenlee or Mr. Lyon, the executive officer’s employment is involuntarily terminated, other than for “cause” (as defined in the agreement) or if the executive officer voluntarily terminates employment for “good reason” (as defined in the agreement), or, in the case of Ms. Zeman, the executive officer’s employment is terminated upon a change of control, CenterBank or its successor will pay the executive severance equal to the employee’s base salary paid to the employee over the immediately preceding year. The obligation of CenterBank to pay the severance benefits is subject to several conditions, including the named executive officer’s execution of a general release of employment claims. The named executive officers must comply with the restrictive covenants in their employment agreements, which include covenants not to solicit the employees and customers of CenterBank for a period of one (1) year after termination of employment. The agreements also include covenants to maintain the confidentiality of the confidential information of CenterBank other than in the course of performing services for them. For purposes of Mr. Greenlee’s and Mr. Lyon’s agreements, the term “good reason” means (x) the relocation of the employee

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from the territory, (y) a reduction in base salary or bonus opportunity (unless all other similarly situated officers or key employees of CenterBank are subject to the same reduction and such reduction is not greater than 10%), in each case effected without employee’s consent, or (z) a material breach by Center Bank of the employment agreement.

Post-Closing Consulting Agreement

FCF has entered into a one (1) year post-closing consulting agreement with Mr. Greenlee to provide, amongst other services, management of post-closing integration matters and client relationships, for which he will receive $315,000.

Governance of FCF after the Merger

The FCF board of directors, and the committees thereof, will remain unchanged and will consist of the directors of FCF immediately prior to the effective time, each of whom will serve as the directors of FCF until the next annual meeting of shareholders and until such time as their respective successors have been duly elected and qualified, or until their earlier death, resignation or removal from office.

The executive officers of FCF will continue as executive officers of FCF immediately after the effective time, each of whom will serve until their respective successors are duly appointed and qualified or their earlier death, resignation or removal.

Name and Headquarters

The merger agreement provides that the name of the surviving corporation and surviving bank will be First Commonwealth Financial Corporation and First Commonwealth Bank, respectively, and that the headquarters of FCF and the main office of FCF Bank will be located in Indiana, Pennsylvania.

Accounting Treatment

FCF and CFI prepare their respective financial statements in accordance with GAAP. The merger will be accounted for as an acquisition of CFI by FCF under the acquisition method of accounting, and FCF will be treated as the acquirer for accounting purposes.

Regulatory Approvals

To complete the merger, FCF and CFI need to obtain approvals or consents from, or make filings with, a number of U.S. federal and state bank and other regulatory authorities. Subject to the terms of the merger agreement, FCF and CFI have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings in respect of the requisite regulatory approvals, make such filings as soon as practical and in no event later than sixty (60) days of the date of the merger agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, regulatory agencies and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such regulatory agencies and governmental entities. The term “requisite regulatory approvals” means all regulatory authorizations, consents, orders and approvals from the Federal Reserve Board for the merger and the approval of the FDIC and the PDBS for the bank merger, along with any other approvals set forth in the merger agreement which are necessary to consummate the transactions contemplated by the merger agreement, including the merger and the bank merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a material adverse effect on FCF, as the survivor in the merger, or any of its subsidiaries. The initial submission of these regulatory applications occurred on or about January 16, 2025.

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Under the terms of the merger agreement, FCF and CFI will not be required to take actions or agree to conditions in connection with obtaining the foregoing permits, consents, approvals and authorizations of governmental entities that would reasonably be expected to have a material adverse effect on FCF and its subsidiaries, taken as a whole, after giving effect to the merger and the bank merger (a “materially burdensome regulatory condition”).

The approval of an application means only that the regulatory criteria for approval have been satisfied or waived. It does not mean that the approving authority has determined that the consideration to be received by CFI shareholders in the merger is fair. Regulatory approval does not constitute an endorsement or recommendation of the merger.

There can be no assurance that all of the regulatory approvals described below will be obtained and, if obtained, there can be no assurances regarding the timing of the approvals, the companies’ ability to obtain the approvals on satisfactory terms or the absence of litigation challenging such approvals. In addition, there can be no assurance that such approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of FCF following the completion of the merger. There can likewise be no assurances that U.S. federal or state regulatory authorities will not attempt to challenge the merger or, if such a challenge is made, what the result of such challenge will be.

Federal Reserve Board

The transactions contemplated by the merger agreement require approval by the Federal Reserve Board pursuant to Section 3 of the Bank Holding Company Act of 1956, as amended, which we refer to as the BHC Act, unless the Federal Reserve Board waives that requirement. FCF intends to request such a waiver. The Federal Reserve Board takes into consideration a number of factors when acting on applications under Section 3 of the BHC Act (12 U.S.C. § 1842(c)) and Section 225.13 of Regulation Y (12 C.F.R. § 225.13). These factors include the financial condition of the holding companies and banks involved and the future prospects of the combined organization (including consideration of the current and projected capital positions and the levels of indebtedness) and the managerial resources (including the competence, experience, and integrity of the officers, directors, and principal shareholders, as well as their record of compliance with laws and regulations). The Federal Reserve Board also considers the effectiveness of the applicant in combating money laundering, the convenience and needs of the communities to be served, as well as the extent to which the proposal would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. The Federal Reserve Board may not approve a proposal that would have significant adverse effects on competition or on the concentration of resources in any banking market.

FDIC

The prior approval of the FDIC will be required under the Bank Merger Act to merge CenterBank with and into FCF Bank. In evaluating an application filed under the Bank Merger Act, the FDIC generally considers: (1) the competitive impact of the transaction, (2) financial and managerial resources of the banks party to the bank merger, (3) the convenience and needs of the community to be served and the record of the banks under the Community Reinvestment Act, which we refer to as the CRA, including their CRA ratings, (4) the banks’ effectiveness in combating money-laundering activities, and (5) the extent to which the bank merger would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. FCF Bank submitted an application to the FDIC pursuant to the Bank Merger Act on January 16, 2025.

PDBS

To complete the merger, FCF Bank is required to submit an application to, and receive approval from, the PDBS. The PBDS will review the application to determine whether the merger and the bank merger comply with Pennsylvania law. The criteria considered by the PDBS is similar to those considered by the Federal Reserve Board and the FDIC. FCF Bank submitted an application to the PDBS in accordance with Pennsylvania law on January 16, 2025.

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Department of Justice

In addition to the Federal Reserve Board and the FDIC, the Antitrust Division of the Department of Justice (the “DOJ”) conducts a concurrent competitive review of the merger to analyze the merger’s competitive effects and determine whether the merger would result in a violation of the antitrust laws. Transactions approved under section 3 of the BHC Act or the Bank Merger Act generally may not be completed until thirty (30) days after the approval of the applicable federal agency is received, during which time the DOJ may challenge the transaction on antitrust grounds. With the approval of the applicable federal agency and the concurrence of the DOJ, the waiting period may be reduced to no less than fifteen (15) days. The commencement of an antitrust action would stay the effectiveness of such an approval unless a court specifically ordered otherwise. In reviewing the merger, the DOJ could analyze the merger’s effect on competition differently than the Federal Reserve Board, and, thus, it is possible that the DOJ could reach a different conclusion than the Federal Reserve Board regarding the merger’s effects on competition. A determination by the DOJ not to object to the merger may not prevent the filing of antitrust actions by private persons or state attorneys general. There can be no assurance if and when DOJ clearance will be obtained, or as to the conditions or limitations that such DOJ approval may contain or impose.

Additional Regulatory Approvals and Notices

Additional notifications and/or applications requesting approval may be submitted to various other federal, state and non-U.S. regulatory authorities and self-regulatory organizations.

Stock Exchange Listings

FCF common stock is listed for trading on the NYSE under the symbol “FCF.” CFI common stock is not listed on an exchange or quoted on an over-the-counter market.

Under the terms of the merger agreement, FCF will cause the shares of FCF common stock to be issued in the merger to be approved for listing on the NYSE, subject to official notice of issuance. The merger agreement provides that neither FCF nor CFI will be required to complete the merger if such shares are not authorized for listing on the NYSE, subject to notice of issuance. Following the merger, shares of FCF common stock will continue to be traded on the NYSE.

Dissenters’ Rights

CFI shareholders who do not vote in favor of the Merger proposal and who properly demand payment of fair cash value of their shares are entitled to certain dissenters’ rights pursuant to Sections 1701.84(A) and 1701.85 of the OGCL. Section 1701.85 generally provides that shareholders of CFI will not be entitled to such rights without strict compliance with the procedures set forth in Section 1701.85, and failure to take any one of the required steps may result in the termination or waiver of such rights. Specifically, any CFI shareholder who is a record holder of CFI common shares on [    ], 2025, the record date for the CFI special meeting, and whose shares are not voted in favor of the approval and adoption of the Merger proposal may be entitled to be paid the “fair cash value” of such shares after the effective time of the Merger. To be entitled to such payment, a shareholder must deliver to CFI a written demand for payment of the fair cash value of the shares held by such shareholder before the vote on the merger proposal is taken, the shareholder must not vote in favor of the merger proposal, and the shareholder must otherwise comply with Section 1701.85. A CFI shareholder’s failure to vote against the merger proposal will not constitute a waiver of such shareholder’s dissenters’ rights, as long as such shareholder does not vote in favor of the merger proposal. Any written demand must specify the shareholder’s name and address, the number and class of shares held by him, her or it on the record date, and the amount claimed as the “fair cash value” of such shares. See the text of Section 1701.85 of the OGCL attached as Annex B to this proxy statement/prospectus for specific information on the procedures to be followed in exercising dissenters’ rights.

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If CFI so requests, dissenting shareholders must submit their share certificates to CFI within fifteen (15) days following such request for endorsement on such certificates by CFI that a demand for appraisal has been made. Failure to comply with such request will terminate the dissenting shareholders’ rights, at CFI’s option exercised by written notice sent to the applicable dissenting shareholder within twenty (20) days after the lapse of the 15-day period, unless a court for good cause shown otherwise directs. Such certificates will be promptly returned to the dissenting shareholders by CFI. If CFI and any dissenting shareholder cannot agree upon the “fair cash value” of CFI’s common shares, either may, within three (3) months after service of demand by the shareholder, file a petition in the Court of Common Pleas of Clermont County, Ohio, for a determination of the “fair cash value” of such dissenting shareholder’s shares. The fair cash value of a CFI common share to which a dissenting shareholder is entitled under Section 1701.85 will be determined as of the day prior to the vote of the CFI common shareholders. Investment banker opinions to company boards of directors regarding the fairness from a financial point of view of the consideration payable in a transaction, such as the merger, are not opinions regarding, and do not address, “fair cash value” under Section 1701.85.

If a CFI common shareholder exercises his, her or its dissenters’ rights under Section 1701.85, all other rights with respect to such shareholder’s CFI common shares will be suspended until CFI purchases the shares, or the right to receive the fair cash value is otherwise terminated. All rights of the dissenter with respect to the dissenter’s CFI common shares will be reinstated should the right to receive the fair cash value be terminated other than by the purchase of such shares.

The foregoing description of the procedures to be followed in exercising dissenters’ rights available to holders of CFI’s common shares pursuant to Section 1701.85 of the OGCL may not be complete and is qualified in its entirety by reference to the full text of Section 1701.85 attached as Annex B to this proxy statement/prospectus.

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THE MERGER AGREEMENT

This section of the proxy statement/prospectus describes the material terms of the merger agreement. The description in this section and elsewhere in this proxy statement/prospectus is subject to, and qualified in its entirety by reference to, the complete text of the merger agreement, which is attached as Annex 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. We urge you to read the full text of the merger agreement, as it is the legal document governing the merger. This section is not intended to provide you with any factual information about FCF or CFI. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings FCF makes with the SEC, as described in the section entitled “Where You Can Find More Information” beginning on page 87 of this proxy statement/prospectus.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of terms are included to provide you with information regarding the terms of the merger agreement. Factual disclosures about FCF and CFI contained in this proxy statement/prospectus or in the public reports of FCF filed with the SEC may supplement, update or modify the factual disclosures about FCF and CFI contained in the merger agreement. The merger agreement contains representations and warranties by CFI, on the one hand, and by FCF, on the other hand, made solely for the benefit of the other. The representations, warranties and covenants made in the merger agreement by FCF and CFI were qualified and subject to important limitations agreed to by FCF and CFI in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to shareholders and reports and documents filed with the SEC, and some were qualified by the matters contained in the confidential disclosure schedules that FCF and CFI each delivered in connection with the merger agreement and certain documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the merger agreement. Accordingly, the representations and warranties in the merger agreement should not be relied on by any persons as characterizations of the actual state of facts about FCF and CFI at the time they were made or otherwise.

Structure of the Merger

Each of CFI’s and FCF’s respective boards of directors has approved and adopted the merger agreement. The merger agreement provides for the merger of CFI into FCF, with FCF as the surviving entity. Following the completion of the merger, CenterBank, a wholly owned subsidiary of CFI, and FCF Bank, a wholly owned subsidiary of FCF, will merge, with FCF Bank as the surviving bank in the bank merger.

Prior to the consummation of the merger, FCF and CFI may, by mutual agreement, change the method or structure of effecting the combination of FCF and CFI if and to the extent they both deem such change to be necessary, appropriate or desirable; provided, however that no such change may (i) alter or change the exchange ratio or the number of shares of FCF common stock received by holders of CFI common stock in exchange for each share of CFI common stock; (ii) adversely affect the tax treatment of CFI’s shareholders pursuant to the merger agreement; (iii) adversely affect the tax treatment of CFI or FCF pursuant to the merger agreement; or (iv) materially impede or delay the consummation of the transactions contemplated by the merger agreement in a timely manner.

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Merger Consideration

Each share of CFI common stock issued and outstanding immediately prior to the effective time, except for shares of CFI common stock owned by CFI as treasury stock or owned by CFI or FCF or a subsidiary of either (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) and except for shares for which dissenters’ rights have been exercised, will be converted into the right to receive 6.10 shares of FCF common stock (the “exchange ratio”).

If the outstanding shares of CFI common stock or FCF common stock are increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there is any extraordinary dividend or distribution, an appropriate and proportionate adjustment will be made to the exchange ratio to give CFI shareholders the same economic effect as contemplated by the merger agreement prior to such event.

Fractional Shares

FCF will not issue any fractional shares of FCF common stock in the merger. Instead, a former holder of CFI common stock who otherwise would have received a fraction of a share of FCF common stock will receive an amount in cash (rounded to the nearest cent) determined by multiplying the average closing price of FCF common stock reported on the NYSE for the five (5) trading days immediately preceding the closing date by the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of FCF common stock that such shareholder would otherwise be entitled to receive.

Governing Documents

Effective as of the effective time, the FCF by-laws will continue to be the by-laws for FCF and the FCF articles of incorporation will continue to be the articles of incorporation of FCF.

Treatment of CFI Equity Awards

Stock Options

Immediately prior to the effective time, each CFI stock option will fully vest and be cancelled and converted into the right to receive, as soon as reasonably practicable after the effective time of the merger, an amount in cash, without interest, equal to the product of (i) the number of CFI common stock subject to such option, multiplied by (ii) the excess, if any, of the Per Share Cash Equivalent Consideration (as defined below) over the per share exercise price of such stock option, net of any required withholding taxes. If the exercise price of an option exceeds the Per Share Cash Equivalent Consideration, then the option will be cancelled without any payment.

As used herein, “Per Share Cash Equivalent Consideration” means an amount equal to the amount in cash, without interest, rounded to the nearest cent, equal to the (i) exchange ratio multiplied by (ii) the average of the daily closing prices of FCF common stock on the NYSE for the five (5) trading days ending on the trading day prior to the completion of the merger.

Restricted Stock Awards

Immediately prior to the effective time (but contingent upon the closing), each award in respect of a share of CFI common stock subject to vesting, repurchase or other lapse restriction granted under a CFI stock plan that is unvested or contingent and outstanding immediately prior to the effective time (a “CFI RSA”) will fully vest (with any performance-based vesting condition applicable to such CFI RSA deemed satisfied to the extent provided in the applicable award agreement) and will be cancelled and converted automatically into the right to receive merger consideration in respect of each such share of CFI common stock under such CFI RSA, less applicable withholding taxes.

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Closing and Effective Time of the Merger

Unless otherwise mutually agreed to by the parties, the closing of the merger is expected to occur on the first business day of the month immediately following the month in which satisfaction or waiver of the latest of the closing conditions shall have occurred. The parties currently anticipate closing the merger in the second quarter of 2025.

Exchange of Shares

Exchange Procedures

As promptly as practicable after the effective time, but in no event later than ten (10) business days thereafter, FCF will cause the exchange agent to mail to each holder of record of one (1) or more old certificates (which, for purposes of this proxy statement/prospectus, will be deemed to include certificates or book-entry account statements) representing shares of CFI common stock immediately prior to the effective time a letter of transmittal and instructions for use in effecting the surrender of such old certificate(s) in exchange for new certificates (which, for purposes of this proxy statement/prospectus, will be deemed to include certificates or, at FCF’s option, evidence in book-entry form) representing the number of whole shares of FCF common stock and any cash in lieu of fractional shares, which shares of CFI common stock represented by such old certificate(s) will have been converted into the right to receive pursuant to the merger agreement, as well as any dividends or distributions to be paid as described in “—Dividends and Distributions” below.

If an old certificate for CFI common stock has been lost, stolen or destroyed, the exchange agent will issue the consideration in the merger upon receipt of (i) an affidavit of that fact by the claimant and (ii) if required by FCF or the exchange agent, the posting of a bond in an amount as FCF or the exchange agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such old certificate.

After the effective time, there will be no further transfers on the stock transfer books of CFI of CFI common stock that were issued and outstanding immediately prior to the effective time.

Withholding

FCF will be entitled to deduct and withhold, or cause the exchange agent to deduct and withhold, from any cash in lieu of fractional shares, any dividends or distributions or any other cash amounts payable under the merger agreement to any holder of CFI common stock or equity awards such amounts it is required to deduct and withhold under the Code or any provision of state, local, or foreign tax law. If any such amounts are withheld and paid over to the appropriate governmental authority, such amounts will be treated for all purposes of the merger agreement as having been paid to the holder from whom they were withheld.

Dividends and Distributions

No dividends or other distributions declared with respect to FCF common stock will be paid to the holder of any unsurrendered old certificate representing shares of CFI common stock until the holder surrenders such old certificate in accordance with the merger agreement. After the surrender of an old certificate in accordance with the merger agreement, the record holder thereof will be entitled to receive any such dividends or other distributions, without any interest, which had previously become payable with respect to the whole shares of FCF common stock which the shares of CFI common stock, represented by such old certificate have been converted into the right to receive under the merger agreement.

Representations and Warranties

The merger agreement contains representations and warranties made by CFI to FCF and FCF to CFI relating to a number of matters, including the following:

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The representations and warranties in the merger agreement are (i) subject, in some cases, to specified exceptions and qualifications contained in the confidential disclosure schedules delivered by FCF and CFI, respectively, and (ii) qualified by the reports of FCF filed with the SEC during the period from January 1, 2022 through the time prior to the execution and delivery of the merger agreement (excluding, in each case, any risk factor disclosures in the risk factor section or any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature).

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In addition, certain representations and warranties of FCF and CFI are qualified as to “materiality” or “material adverse effect.” For purposes of the merger agreement, a “material adverse effect,” when used in reference to either FCF and CFI or FCF as the surviving entity in the merger, means any effect, change, event, or circumstance that either individually or in the aggregate, has had or would reasonably be expected to have material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole or (ii) the ability of such party to timely consummate the transactions contemplated hereby.

However, with respect to clause (i), a material adverse effect will not be deemed to include the impact of:

except, with respect to the first, second, third and fourth bullets described above, to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its subsidiaries operate.

The representations and warranties in the merger agreement do not survive the effective time.

Covenants and Agreements

Conduct of the Businesses Prior to the Consummation of the Merger

Prior to the effective time (or earlier termination of the merger agreement), except as expressly contemplated or permitted by the merger agreement, required by law or as consented to in writing by FCF (or, in the case of clause (b), below, CFI) (such consent not to be unreasonably withheld, conditioned or delayed), (a) CFI will, and

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will cause its subsidiaries to, conduct its business in the ordinary course consistent with past practice in all material respects and use reasonable best efforts to maintain and preserve intact its business organization, the services of its employees and its advantageous business relationships, and (b) except as expressly required by the merger agreement, required by law or as consented to in writing by the other party, each of CFI and FCF will not, and will cause their respective subsidiaries not to, knowingly take any action that would reasonably be expected to adversely affect or materially delay the ability to obtain any necessary approvals of any regulatory agency or other governmental entity required for the transactions contemplated by the merger agreement or to perform its respective covenants and agreements under the merger agreement or to consummate the transactions contemplated by the merger agreement on a timely basis.

Additionally, prior to the effective time (or earlier termination of the merger agreement), subject to specified exceptions, CFI will not take, and will not permit any of its subsidiaries to, without the prior written consent of FCF (such consent not to be unreasonably withheld, conditioned or delayed), take any of the following actions:

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Prior to the effective time (or earlier termination of the merger agreement), subject to specified exceptions, FCF will not take, and will not permit any of its subsidiaries to take, without the prior written consent of CFI (such consent not to be unreasonably withheld, conditioned or delayed), any of the following actions:

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Regulatory Matters

FCF and CFI have agreed to cooperate with each other and use their respective reasonable best efforts to prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, (and in the case of the applications, notices, petitions and filings in respect of the requisite regulatory approvals, use their reasonable best efforts to make such filings as soon as practicable but in no event later than sixty (60) days of the date of the merger agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities.

Each of FCF and CFI has agreed to use its reasonable best efforts to resolve any objection that may be asserted by any governmental entity with respect to the merger agreement and the transactions contemplated thereby. Notwithstanding the foregoing, nothing in the merger agreement requires FCF or permits CFI to take, or agree to take, any action, or commit to take any action, or agree to any condition or restriction, in connection with the grant of a requisite regulatory approval, that would reasonably be expected to have a material adverse effect on FCF and its subsidiaries, taken as a whole, after giving effect to the merger.

FCF and CFI have also agreed to furnish each other with all information reasonably necessary or advisable in connection with any statement, filing, notice or application to any governmental entity in connection with the merger and the other transactions contemplated by the merger agreement, as well as to keep each other apprised of the status of matters related to the consummation of the transactions contemplated by the merger agreement.

Employee Matters

The merger agreement provides that, for a period of twelve (12) months after the effective time (or such shorter period if the employee is employed for less than twelve (12) months), FCF will provide each of the employees of CFI and its subsidiaries who continue to be employed by FCF and its subsidiaries immediately following the effective time (whom we refer to as “continuing employees”) with (i) a base salary or wage rate, as applicable, that is no less than the base salary or wage rate, as applicable, provided to the continuing employee prior to closing, (ii) target cash bonus opportunities that are no less favorable than the target cash bonus opportunities that are generally made available to similarly situated employees of FCF and its subsidiaries and (iii) employee benefits that, in the aggregate, are substantially the same as those that are generally made available to similarly situated employees of FCF and its subsidiaries. Any employee of CFI and its subsidiaries who is terminated by CFI without cause at FCF’s request on the closing date or by FCF without cause within six (6) months following the closing date will be entitled to severance payments equal to two (2) weeks of base salary for each full year of service with CFI or its subsidiaries, with a minimum benefit of four (4) weeks of base salary and a maximum benefit of twenty-six (26) weeks of base salary, in all cases subject to FCF’s severance practices and such employee’s execution of a release of claims in a form reasonably acceptable to FCF and paid without duplication of any other severance or termination benefit for which such employee is eligible. Notwithstanding the

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foregoing, these requirements will not apply to any CFI employee who has or is party to any employment agreement, severance agreement, change in control agreement or any other agreement or arrangement that provides a change in control payment.

The merger agreement provides that, with respect to any employee benefit plans of FCF or its subsidiaries in which any continuing employees become eligible to participate on or after the effective time (the “new plans”), FCF will use reasonable bests efforts to, (i) waive all pre-existing conditions, exclusions or waiting periods with respect to participation and coverage requirements applicable to such continuing employees and their eligible dependents under any new plans, except to the extent such pre-existing conditions, exclusions or waiting periods would apply under an analogous CFI benefit plan, (ii) provide each such employee and their eligible dependents with credit for any eligible expenses incurred prior to the effective time under a CFI benefit plan (to the same extent that such credit was given under the analogous CFI benefit plan prior to the effective time) in satisfying any applicable deductible, co-payment or out-of-pocket requirements under any new plan and (iii) recognize all service of such employees with CFI and its subsidiaries for all purposes in any new plan to the same extent such service was taken into account under the analogous CFI benefit plan prior to the effective time. The merger agreement provides that the foregoing service recognition will not apply (a) to the extent it would result in duplication of benefits for the same period of service, (b) for purposes of any defined benefit pension or post-retirement welfare plan or (c) where such service is with respect to a newly established benefit plan of FCF for which similarly situated employees of FCF do not receive past service credit.

If requested by FCF in writing at least thirty (30) days prior to the effective time, CFI will take any and all actions, to the extent permitted by law and the terms of the applicable plan, required (including without limitation, the adoption of resolutions by its board of directors) to amend, freeze and/or terminate any or all CFI benefit plans immediately prior to the effective time (as permitted by the terms of the applicable CFI benefit plan), and, if requested by FCF, to implement any such actions. Without limiting the generality of the foregoing, prior to the effective time, CFI will take any and all actions and adopt such necessary resolutions to terminate the CFI 401(k) Plan effective as of the date immediately preceding the closing date and adopt such amendments to the CFI 401(k) Plan to terminate the CFI 401(k) Plan. The form and substance of all such resolutions and amendments will be subject to the review and approval of FCF, which will not be unreasonably withheld, and CFI will deliver to FCF an executed copy of the resolutions and amendment as soon as practicable following their adoption by the CFI board of directors and will fully comply with such resolutions and amendments. In connection with the termination of the CFI 401(k) Plan and the merger, CFI will, or will cause its applicable affiliate to, provide that (i) all CFI 401(k) Plan participant accounts will be fully vested, (ii) all benefit accruals under the CFI 401(k) Plan will be frozen and no new participants will be admitted to the CFI 401(k) Plan on or after the CFI 401(k) Plan termination date, and (iii) any contributions due to the CFI 401(k) Plan for the period before the CFI 401(k) Plan termination date and not yet paid on the CFI 401(k) Plan termination date will be contributed by CFI as soon as administratively feasible after the CFI 401(k) Plan termination date. Prior to the distribution of account balances in the CFI 401(k) Plan, FCF will take any and all actions as may be required, including amendments to the tax-qualified defined contribution retirement plan designated by FCF (the “FCF 401(k) Plan”) to permit each continuing employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, but excluding participant loans) at the time of such distribution from the CFI 401(k) Plan in the form of cash in an amount equal to the full account balance distributed to such continuing employee (excluding all participant loans) from the CFI 401(k) Plan to the FCF 401(k) Plan.

Nothing in the merger agreement will confer upon any employee, officer, director or consultant of CFI or any of its subsidiaries or affiliates any right to continue in the employ or service of the surviving entity, CFI, FCF or any subsidiary or affiliate thereof, or will interfere with or restrict in any way the rights of the surviving entity, CFI, FCF or any subsidiary or affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of CFI or any of its subsidiaries or affiliates at any time for any reason whatsoever, with or without cause. Nothing in the merger agreement will be deemed to (i) establish, amend, or modify any CFI benefit plan, FCF benefit plan, new plan or any other benefit or employment plan, program, agreement or arrangement, or

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(ii) alter or limit the ability of the surviving entity or any of its subsidiaries or affiliates to amend, modify or terminate any particular CFI benefit plan, FCF benefit plan, new plan or any other benefit or employment plan, program, agreement or arrangement after the effective time. Without limiting the generality of the terms of the merger agreement, nothing in the merger agreement, express or implied, is intended to or will confer upon any person, including any current or former employee, officer, director or consultant of CFI or any of its subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of the merger agreement.

Any CFI employee who has or is party to any employment agreement, severance agreement, change in control agreement or any other agreement or arrangement that provides for any payment that may be triggered by the merger or the bank merger (each, a “CIC Payment”) will not receive any severance benefits that would otherwise be provided by FCF to continuing employees but instead will receive a CIC Payment to the extent it is required to be paid under such agreement. Any employee who waives and relinquishes his or her right to a CIC Payment will be eligible for a severance payment as provided by FCF to continuing employees, unless such CFI employee enters into an employment agreement, severance agreement, change in control agreement or any written similar agreement or arrangement with the surviving corporation or a subsidiary of the surviving corporation.

FCF has agreed to assume and honor in accordance with their terms all employment or change in control agreements or equity award agreements, vested as of the closing date under the CFI benefit plans; provided, that FCF may replace such CFI benefit plans with a similar benefit plan of FCF.

The merger agreement provides that CFI and FCF will cooperate and use their commercially reasonable efforts to establish an aggregate retention bonus amount and identify key employees of CFI or FCF who will be offered a retention bonus prior to the effective time upon such terms and conditions as the chief executive officers of CFI and FCF will mutually agree.

Director and Officer Indemnification and Insurance

The merger agreement provides that from and after the effective time, FCF, as the surviving entity in the merger, will indemnify and hold harmless all present and former directors, officers and employees of CFI and its subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the effective time, arising out of the fact that such person is or was a director, officer or employee of CFI or any of its subsidiaries and pertaining to matters existing or occurring at or prior to the effective time, including the transactions contemplated by the merger agreement to the same extent as such persons are indemnified as of the date of the merger agreement by CFI pursuant to the CFI articles of incorporation, the CFI bylaws, the governing or organizational documents of any subsidiary of CFI and any indemnification agreements in existence as of the date of the merger agreement, and FCF as the surviving entity in the merger will also advance expenses as incurred by such indemnified party to the same extent as such persons were entitled to advancement of expenses as of the date of the merger agreement by CFI.

The merger agreement requires FCF, as the surviving entity in the merger, to maintain for a period of six (6) years after consummation of the merger CFI’s existing directors’ and officers’ liability insurance policy, or policies with a substantially comparable insurer of at least the same coverage and amounts and containing terms and conditions that are no less advantageous to the insured, with respect to claims arising from facts or events that occurred at or prior to the consummation of the merger. However, FCF is not required to spend annually more than one hundred fifty percent (150%) of the current annual premium paid as of the date of the merger agreement by CFI for such insurance (the “premium cap”), and if such premiums for such insurance would at any time exceed that amount, then FCF will maintain policies of insurance which, in its good faith determination, provide the maximum coverage available at an annual premium equal to the premium cap. In lieu of the foregoing, CFI, in consultation with, but only upon the consent of FCF, may (and at the request of FCF, CFI will

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use its reasonable best efforts to), obtain at or prior to the effective time a six-year “tail” policy under CFI’s existing directors and officers insurance policy providing equivalent coverage to that described in the preceding sentence if such a policy can be obtained for an amount that, in the aggregate, does not exceed the premium cap.

Name and Headquarters

The merger agreement provides that the name of the surviving corporation and surviving bank will be First Commonwealth Financial Corporation and First Commonwealth Bank, respectively and that the headquarters of FCF and FCF Bank will be located in Indiana, Pennsylvania.

Restructuring Efforts

The merger agreement provides that if CFI fails to obtain the required vote of CFI shareholders to approve the CFI merger proposal, each of the parties will in good faith use its reasonable best efforts to negotiate a restructuring of the transactions contemplated by the merger agreement (provided that neither party will have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to holders of the capital stock of CFI as provided for in the merger agreement, in a manner adverse to such party or its shareholders) and/or resubmit the merger agreement or the transactions contemplated thereby (or as restructured) to CFI’s shareholders for adoption or approval.

Certain Additional Covenants

The merger agreement also contains additional covenants, including, among others, covenants relating to the filing of this proxy statement/prospectus, obtaining required consents, the listing of the shares of FCF common stock to be issued in the merger, access to information of the other company, additional agreements, advice of changes, exemption from takeover restrictions, the coordination of dividend declarations, the assumption by FCF of CFI’s indebtedness and public announcements with respect to the transactions contemplated by the merger agreement.

Governance of FCF after the Merger

The FCF board of directors, and the committees thereof, will remain unchanged and will consist of the directors of FCF immediately prior to the effective time, each of whom will serve as the directors of FCF until the next annual meeting of shareholders and until such time as their respective successors have been duly elected and qualified, or until their earlier death, resignation or removal from office.

The executive officers of FCF will continue as executive officers of FCF immediately after the effective time, each of whom will serve until their respective successors are duly appointed and qualified or their earlier death, resignation or removal.

Meeting; Recommendation of CFI’s Board of Directors

CFI has agreed to call a meeting of its shareholders for the purpose of voting upon the approval of the merger agreement (the “requisite CFI vote”), and to use its reasonable best efforts to cause the meeting to occur as soon as reasonably practicable.

CFI and its board of directors has agreed to use its reasonable best efforts to obtain from CFI shareholders the requisite CFI vote, including by communicating to CFI shareholders its recommendation that CFI shareholders adopt and approve the merger agreement and the transactions contemplated thereby (the “CFI board recommendation”). However, subject to certain termination rights described in “—Termination of the Merger Agreement” below, if the CFI board of directors, after receiving the advice of its outside counsel and, with respect to financial matters, its outside financial advisors, determines in good faith that it would be more likely

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than not to result in a violation of its fiduciary duties under applicable law to continue to make the CFI board recommendation, then, prior to the receipt of the requisite CFI vote, the CFI board of directors may submit the merger agreement to its shareholders without recommendation (although the resolutions approving the merger agreement may not be rescinded or amended) and may communicate the basis for its lack of a recommendation to its shareholders to the extent required by law, provided that (i) it gives FCF at least five (5) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an acquisition proposal, the latest material terms and conditions of, and the identity of the third party making any such acquisition proposal, or any amendment or modification thereof, and a copy thereof if in writing and any related documentation or correspondence) and (ii) at the end of such notice period, it takes into account any amendment or modification to the merger agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its outside financial advisors, determines in good faith that it would nevertheless be more likely than not to result in a violation of its fiduciary duties under applicable law to continue to make the CFI board recommendation. Any material amendment to any acquisition proposal will require a new notice period.

CFI must adjourn or postpone the CFI shareholders meeting if there are insufficient shares of CFI common stock represented (either in attendance or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting, CFI has not received proxies representing a sufficient number of shares necessary to obtain the requisite CFI vote, and subject to the terms and conditions of the merger agreement, CFI will continue to use reasonable best efforts to solicit proxies from its shareholders. Notwithstanding any recommendation change by the CFI board of directors, but subject to the obligation to adjourn or postpone such meeting as described in the immediately preceding sentence, unless the merger agreement has been terminated in accordance with its terms, CFI is required to convene a meeting of its shareholders and to submit the merger proposal to a vote of such shareholders.

Agreement Not to Solicit Other Offers

CFI has agreed that it will, and will cause each of its subsidiaries and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of the merger agreement with any person other than FCF with respect to any acquisition proposal.

CFI has agreed that it will not, and will cause each of its subsidiaries and its and their respective officers, directors, employees, agents, advisors and representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any acquisition proposal, (ii) engage or participate in any negotiations concerning any acquisition proposal, (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any acquisition proposal or (iv) unless the merger agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, indication of interest, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement (whether written or oral, binding or non-binding) in connection with or relating to any acquisition proposal.

For purposes of the merger agreement, an “acquisition proposal” means, with respect to CFI, other than the transactions contemplated by the merger agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of twenty percent (20%) or more of the consolidated assets of CFI and its subsidiaries or twenty percent (20%) or more of any class of equity or voting or non-voting securities of CFI or its subsidiaries whose assets, individually or in the aggregate, constitute twenty percent (20%) or more of the consolidated assets of CFI, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning twenty percent (20%) or more of any class of equity or voting or non-voting securities of CFI or its subsidiaries whose assets, individually or in the aggregate, constitute twenty-five percent (25%) or more of the consolidated assets of CFI, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving CFI or its subsidiaries whose assets, individually or in the aggregate, constitute twenty-five percent (25%) or more of the consolidated assets of CFI.

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However, in the event that after the date of the merger agreement and prior to the receipt of the requisite CFI vote, CFI receives an unsolicited bona fide written acquisition proposal that did not result in a breach of its non-solicit covenants, it may, and may permit its subsidiaries and its and their subsidiaries’ officers, directors, agents, advisors and representatives to, furnish or cause to be furnished confidential or nonpublic information or data and participate in negotiations or discussions with the person making the acquisition proposal if the CFI board of directors concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law, provided that, prior to furnishing any confidential or nonpublic information, CFI enters into a confidentiality agreement with the person making such acquisition proposal on terms no less favorable to it than the confidentiality agreement between FCF and CFI, and which confidentiality agreement does not provide such person with any exclusive right to negotiate with such party.

CFI has also agreed to (i) promptly (and, in any event, within twenty-four (24) hours) advise FCF following receipt of any acquisition proposal or any inquiry which could reasonably be expected to lead to an acquisition proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or acquisition proposal and a copy thereof if in writing and any related documentation or correspondence), and will keep FCF apprised of any related developments, discussions and negotiations on a current basis, including any amendments to or revisions of the material terms of such inquiry or acquisition proposal and (ii) use its reasonable best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its subsidiaries is a party.

Conditions to Complete the Merger

FCF’s and CFI’s respective obligations to complete the merger are subject to the satisfaction or, where legally permissible, waiver, at or prior to the effective time, of the following conditions:

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Neither CFI nor FCF can provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party.

Termination of the Merger Agreement

The merger agreement can be terminated at any time prior to the consummation of the merger, whether before or after the receipt of the requisite CFI vote, in the following circumstances:

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CFI also may terminate the merger agreement at any time during the five (5) day period commencing on the later of (i) the date on which the last regulatory approval required to permit the consummation of the transactions contemplated by the merger agreement is received or (ii) the date on which CFI shareholder approval is obtained (the “determination date”), if both following conditions are met:

If CFI elects to exercise this termination right, prompt written notice must be provided to FCF. FCF then has the option, within five (5) business days following its receipt of such written notice, to increase the merger consideration to be received by holders of CFI common stock by, at FCF’s option, increasing the exchange ratio (which we refer to as the “adjusted exchange ratio”) (calculated to the nearest one ten-thousandth) to equal the lesser of (x) a number (rounded to the nearest one ten-thousandth) obtained by dividing (1) the product of $18.72 multiplied by 0.8 by (2) the average closing price; and (y) a number (rounded to the nearest one ten-thousandth) obtained by dividing (1) the product of the Index Ratio and the exchange ratio (as then in effect) by (2) the average closing price divided by $18.72.

If FCF elects to make this adjustment, FCF must provide prompt written notice to CFI, which must contain the revised exchange ratio. Once this notice is received by CFI, the merger agreement will continue in full force and effect.

Effect of Termination

If the merger agreement is terminated, it will become void and have no effect, except that (i) none of CFI or FCF will be relieved or released from any liabilities or damages arising out of its fraud or willful and material breach of any provision of the merger agreement and (ii) designated provisions of the merger agreement will survive the termination, including those relating to payment of fees and expenses, the confidential treatment of information and the termination fee described below.

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Termination Fee

CFI will pay FCF a termination fee equal to $2.3 million in cash (the “termination fee”) if the merger agreement is terminated in the following circumstances:

The termination fee and any amounts payable by CFI in connection therewith constitute liquidated damages and not a penalty and, except in the case of willful and material breach, will be the sole monetary remedy of FCF in the event of a termination of the merger agreement under specified circumstances.

Expenses and Fees

Except as otherwise provided in the merger agreement, all costs and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring such expense. The merger agreement provides that the costs and expenses of printing and mailing this proxy statement/prospectus will be borne by FCF.

Amendment, Waiver and Extension of the Merger Agreement

Subject to compliance with applicable law, the merger agreement may be amended by the parties at any time before or after the receipt of the requisite CFI vote, except that after the receipt of the requisite CFI vote, there may not be, without further approval of CFI shareholders, any amendment to the merger agreement that requires such further approval under applicable law.

At any time prior to the effective time, each of the parties may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained in the merger agreement or in any document delivered by such other parties pursuant to the merger agreement, and (iii) waive compliance with any of the agreements or satisfaction of any conditions for its benefit contained in the merger agreement, except that after the receipt of the requisite CFI vote, there may not be, without further approval of FCF shareholders or CFI shareholders, as applicable, any extension or waiver of the merger agreement or any portion thereof that requires such further approval under applicable law.

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Governing Law

The merger agreement is governed by and will be construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to any applicable conflicts of law.

Specific Performance

FCF and CFI will be entitled to specific performance of the terms of the merger agreement, including an injunction or injunctions to prevent breaches or threatened breaches of the merger agreement or to enforce specifically the performance of the terms and provisions of the merger agreement (including the parties’ obligations to consummate the merger), in addition to any other remedy to which they are entitled at law or in equity.

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VOTING AGREEMENT

In connection with, and as a condition to, FCF entering into the merger agreement, each director and certain executive officers of CFI entered into a voting agreement with FCF (which we refer to as the “voting agreement”). The following summary of the voting agreement is subject to, and qualified in its entirety by reference to, the form of voting agreement attached as Exhibit A to the merger agreement, which is attached as Annex A to this proxy statement/prospectus.

Under the voting agreement, each such director and executive officer has agreed to appear at the CFI special meeting (in person or by proxy) and to vote his or her shares of CFI common stock: