falseFIRST COMMONWEALTH FINANCIAL CORP /PA/25-14285282025FY000071253700007125372025-11-012025-11-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2025
First Commonwealth Financial Corporation
(Exact name of registrant as specified in its charter)
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| Pennsylvania |
001-11138 |
25-1428528 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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| 601 Philadelphia Street |
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| Indiana, |
PA |
15701 |
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(Zip Code) |
Registrant’s telephone number, including area code: (724) 349-7220
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $1.00 par value |
FCF |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The board of directors of First Commonwealth Financial Corporation (the "Company") has appointed Joseph V. DiVito, Jr. to serve as a new director of the Company effective November 1, 2025. Mr. DiVito will serve as a member of the Audit Committee and Risk Committee of the Company’s Board. In connection with his appointment, the number of directors constituting the board of directors was increased from 12 to 13.
There was no arrangement or understanding between Mr. DiVito and any other person pursuant to which he was elected as a director of the Company. There are no transactions between Mr. DiVito and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Mr. DiVito will receive the same cash and equity compensation for board service as received by all non-management directors of the Company, consistent with the description under the heading “Compensation of Directors” in the Company’s proxy statement for the 2025 annual meeting of shareholders.
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| Item 7.01 |
Regulation FD Disclosure. |
On November 3, 2025, the Company issued a press release relating to Mr. DiVito’s appointment to the Board, as described in Item 5.02 above. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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| Item 9.01 |
Financial Statements and Exhibits. |
Exhibits
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| 104 |
The cover page from this Current Report on Form 8-K, formatted in In-line XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 4, 2025
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| FIRST COMMONWEALTH FINANCIAL CORPORATION |
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| By: |
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/s/ James R. Reske |
| Name: |
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James R. Reske |
| Title: |
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Executive Vice President, Chief Financial Officer and Treasurer |
EX-99.1
2
fcf-ex991_20251103.htm
EX-99.1 PRESS RELEASE
Document
Exhibit 99.1
For IMMEDIATE Release: CONTACT:
November 3, 2025 Ron Wahl,
Communications/Media Relations Specialist
(724) 463-6806
RWahl@fcbanking.com
First Commonwealth Financial Corporation Appoints Joseph V. DiVito Jr. to Board of Directors
INDIANA, Pa.—First Commonwealth Financial Corporation (NYSE: FCF) today announced the appointment of Joseph V. DiVito Jr. to its Board of Directors, effective immediately.
DiVito brings a wealth of experience in information technology, cybersecurity, regulatory compliance, data privacy, and governance, having served clients across a broad range of industries during his distinguished career.
“We are pleased to welcome Joe to the First Commonwealth Board of Directors,” said Jon Gorney, Chairman of the Board of First Commonwealth. “His deep expertise in information technology, cybersecurity, and regulatory compliance will be invaluable as we continue to navigate an increasingly complex financial and digital landscape. Joe’s impressive track record of advising organizations at all stages of growth will bring fresh insights to our board and further strengthen our commitment to strong governance and risk management.”
DiVito, age 58, retired as a Principal of Pricewaterhouse Coopers LLP in June 2025 after a 35-year career advising organizations from startups to Fortune 50 companies. He holds a Bachelor of Science degree in Business Administration, an MBA, and a JD from Duquesne University. He is a Certified Information Privacy Professional (CIPP/US), Certified Information Privacy Manager (CIPM), and Certified Information Systems Auditor (CISA). His industry expertise includes retail, manufacturing, hospitality, technology, pharmaceuticals, utilities, insurance, and banking.
“I am honored to join the Board of Directors at First Commonwealth, a company with a strong reputation for integrity, community commitment and customer focus,” said DiVito. “I look forward to contributing my experience and working alongside the board and management team to support the company’s strategic goals and long-term success.”
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About First Commonwealth Financial Corporation
First Commonwealth Financial Corporation (NYSE: FCF), headquartered in Indiana, Pennsylvania, is a community bank committed to its mission of improving the financial lives of its neighbors and their businesses. First Commonwealth operates 127 branches throughout Pennsylvania and Ohio and also has business banking centers in Pittsburgh and Harrisburg, Pennsylvania; and Cleveland, Canton, Cincinnati and Columbus, Ohio.
First Commonwealth, through subsidiaries First Commonwealth Bank and First Commonwealth Insurance Agency, provides a full range of commercial and retail banking services, including mortgage, wealth management and insurance solutions, along with equipment financing and SBA and indirect lending. For more information about First Commonwealth or to open an account today, please visit www.fcbanking.com.
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