FIRST COMMONWEALTH FINANCIAL CORP /PA/

false FIRST COMMONWEALTH FINANCIAL CORP /PA/ 25-1428528 2026 FY 0000712537 0000712537 2026-07-28 2026-07-28 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): July 28, 2026 First Commonwealth Financial Corporation (Exact name of registrant as specified in its charter) Pennsylvania 001-11138 25-1428528 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 601 Philadelphia Street Indiana, PA 15701 (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: ☐ 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: Title of each class 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. ☐ Item 2.02 Results of Operations and Financial Condition On July 28, 2026, First Commonwealth Financial Corporation (the “Company”) issued a press release announcing financial results for the three and six month periods ended June 30, 2026. A copy of this press release and the related earnings tables are furnished as Exhibit 99.1 to this report and incorporated herein by reference. Item 7.01 Regulation FD Disclosure On July 28, 2026, the Company announced a cash dividend of $0.14 per share of the Company’s common stock. The dividend declaration is included in the press release announcing financial results for the three and six month periods ended June 30, 2026. A copy of this press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference. On July 28, 2026, the Company announced that its Board of Directors authorized an additional $75.0 million share repurchase program of the Company's common stock. Under the program, management is authorized to repurchase shares through Rule 10b5-1 plans, open market purchases, privately negotiated transactions, block purchases or otherwise in a manner that is intended to comply with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934. The Company may suspend or discontinue the program at any time. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits Exhibits 99.1 Press Release announcing Second Quarter 2026 Financial Results, Declares Quarterly Dividend and Announces Additional Share Repurchase Authorization 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). 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: July 28, 2026 FIRST COMMONWEALTH FINANCIAL CORPORATION By: /s/ James R. Reske Name: James R. Reske Title: Executive Vice President, Chief Financial Officer and Treasurer