First Commonwealth Financial Corporation filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Major Banks
Finance
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)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (724 ) 349-7220
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. ☐
| 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.
| 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.
| Item 9.01 | Financial Statements and Exhibits. | ||||
Exhibits
| 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
| FIRST COMMONWEALTH FINANCIAL CORPORATION | ||||||||||||||
| By: | /s/ James R. Reske | |||||||||||||
| Name: | James R. Reske | |||||||||||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||||