Transaction Overview

December 18, 2024 – First Commonwealth Financial Corporation (“First Commonwealth”) (NYSE: FCF) and CenterGroup Financial, Inc. (“CenterGroup”) today jointly announced the signing of an Agreement and Plan of Merger (the “Agreement”) providing for the merger of CenterGroup with and into First Commonwealth in an all-stock transaction valued at approximately $54.6 million in the aggregate, based upon First Commonwealth’s closing stock price of $17.84 as of December 17, 2024. Following the merger of the parent holding companies, CenterGroup’s subsidiary, CenterBank, will merge with and into First Commonwealth’s subsidiary, First Commonwealth Bank.

The business combination will significantly increase First Commonwealth’s presence in the Cincinnati market, adding approximately $348.4 million of total assets¹, 3 branch locations, a loan production office and a mortgage office to First Commonwealth’s Cincinnati franchise. The transaction helps further First Commonwealth’s commercially focused strategy within the Cincinnati market by adding a customer base that is 65% business.

Under the terms of the Agreement, which has been approved by the boards of directors of both companies, CenterGroup shareholders will be entitled to receive a fixed exchange ratio of 6.10 shares of First Commonwealth common stock for each CenterGroup common share.

The proposed transaction is expected to be completed in the first half of 2025.

About CenterGroup Financial Corporation

CenterGroup’s wholly-owned subsidiary, CenterBank, founded in 2000, was built upon an old concept: community banking. CenterBank knows its customers on a first name basis, keeps an open-door policy, and works hard to find common sense solutions for its customers. Specific product sets have been developed for deposits, residential mortgages and full-service banking to owner-managed businesses in the Greater Cincinnati market. CenterBank specializes, and that gives it the opportunity to deliver best in class service to its specific customer niche while effectively managing operating risk. CenterBank has sought to maximize growth within the constraints of acceptable profitability and capital levels to ensure stable and positive regulatory ratings. To learn more about CenterGroup and CenterBank please visit www.center.bank.

About First Commonwealth Financial Corporation

First Commonwealth Financial Corporation (NYSE: FCF), headquartered in Indiana, Pennsylvania, is a financial services company with 124 community banking offices in 30 counties throughout western and central Pennsylvania and throughout Ohio, as well as commercial lending operations in Pittsburgh, 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. First Commonwealth 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. For more information about First Commonwealth or to open an account today, please visit www.fcbanking.com.