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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 2025
Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number
001-11138
First Commonwealth Financial Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania
25-1428528
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
601 Philadelphia Street
Indiana
PA
15701
(Address of principal executive offices)
(Zip Code)
724
-
349-7220
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
x
No
¨
.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
x
No
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
Large accelerated filer
x
Accelerated filer
¨
Smaller reporting company
☐
Emerging growth company
☐
Non-accelerated filer
¨
(Do not check if a smaller reporting 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.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
x
The number of shares outstanding of issuer’s common stock, $1.00 par value, as of November 7, 2025, was
103,765,987
.
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)
September 30, 2025
December 31, 2024
(dollars in thousands, except share data)
Assets
Cash and due from banks
$
117,241
$
105,051
Interest-bearing bank deposits
44,170
28,358
Securities available for sale, at fair value
1,058,979
1,147,623
Securities held to maturity, at amortized cost (Fair value of $
428,162
and $
336,719
at September 30, 2025 and December 31, 2024, respectively)
479,915
405,639
Other investments
41,458
30,954
Loans held for sale (Includes fair value of $
38,600
and $
50,110
at September 30, 2025 and December 31, 2024, respectively)
62,566
51,991
Loans and leases:
Portfolio loans and leases
9,688,288
8,983,754
Allowance for credit losses
(
129,605
)
(
118,906
)
Net loans and leases
9,558,683
8,864,848
Premises and equipment, net
116,531
116,108
Other real estate owned
853
895
Goodwill
378,214
363,715
Amortizing intangibles, net
22,637
19,637
Bank owned life insurance
231,505
229,581
Other assets
197,624
220,536
Total assets
$
12,310,376
$
11,584,936
Liabilities
Deposits (all domestic):
Noninterest-bearing
$
2,420,235
$
2,249,615
Interest-bearing
7,811,105
7,428,404
Total deposits
10,231,340
9,678,019
Short-term borrowings
149,557
80,139
Subordinated debentures
128,425
128,305
Other long-term debt
129,757
130,353
Capital lease obligation
3,875
4,327
Total long-term debt
262,057
262,985
Other liabilities
125,585
158,628
Total liabilities
10,768,539
10,179,771
Shareholders’ Equity
Preferred stock, $
1
par value per share,
3,000,000
shares authorized,
none
issued
—
—
Common stock, $
1
par value per share,
200,000,000
shares authorized;
126,599,991
and
123,603,380
shares issued at September 30, 2025 and December 31, 2024, respectively, and
104,293,298
and
101,758,450
shares outstanding at September 30, 2025 and December 31, 2024, respectively
126,600
123,603
Additional paid-in capital
676,077
631,367
Retained earnings
1,037,022
971,082
Accumulated other comprehensive loss, net
(
69,217
)
(
102,514
)
Treasury stock (
22,306,693
and
21,844,930
shares at September 30, 2025 and December 31, 2024, respectively)
(
228,645
)
(
218,373
)
Total shareholders’ equity
1,541,837
1,405,165
Total liabilities and shareholders’ equity
$
12,310,376
$
11,584,936
The accompanying notes are an integral part of these unaudited consolidated financial statements.
ITEM 1.
Financial Statements and Supplementary Data
(Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
For the Nine Months Ended
September 30,
2025
2024
Operating Activities
(dollars in thousands)
Net income
$
107,426
$
106,723
Adjustment to reconcile net income to net cash provided by operating activities:
Provision for credit losses
29,720
22,680
Deferred tax expense
758
1,888
Depreciation and amortization
4,825
3,629
Net gains on securities and other assets
(
9,625
)
(
9,714
)
Net amortization of premiums and discounts on securities
33
635
Loss on early redemption of subordinated debentures
—
369
Income from increase in cash surrender value of bank owned life insurance
(
5,006
)
(
3,935
)
(Increase) decrease in interest receivable
(
998
)
2,771
Mortgage loans originated for sale
(
202,036
)
(
185,514
)
Proceeds from sale of mortgage loans
211,595
162,210
(Decrease) increase in interest payable
(
747
)
17,601
Increase in income taxes payable
1,500
1,461
Other, net
(
1,657
)
(
4,858
)
Net cash provided by operating activities
135,788
115,946
Investing Activities
Transactions with securities held to maturity:
Proceeds from maturities and redemptions
53,187
43,400
Purchases
(
127,860
)
(
55,276
)
Transactions with securities available for sale:
Proceeds from sales
69,862
69,598
Proceeds from maturities and redemptions
180,754
140,079
Purchases
(
111,514
)
(
311,088
)
Proceeds from sale of equity securities
5,146
5,664
Purchases of FHLB stock
(
51,501
)
(
26,117
)
Proceeds from the redemption of FHLB stock
44,141
51,946
Proceeds from the redemption of other investments
—
450
Proceeds from bank owned life insurance
3,313
3,813
Proceeds from sale of loans
56,453
73,756
Proceeds from sale of other assets
4,785
4,986
Net cash received from business acquisition
4,672
—
Net increase in loans and leases
(
492,080
)
(
69,614
)
Purchases of premises and equipment and other assets
(
13,927
)
(
11,771
)
Net cash used in investing activities
(
374,569
)
(
80,174
)
Financing Activities
Net increase (decrease) in other short-term borrowings
66,918
(
59,007
)
Net increase in deposits
275,392
553,269
Repayments of other long-term debt
(
20,881
)
(
574
)
Repayments of capital lease obligation
(
452
)
(
423
)
Repayments of subordinated debentures
—
(
50,000
)
Dividends paid
(
41,486
)
(
39,371
)
Proceeds from reissuance of treasury stock
237
204
Purchase of treasury stock
(
12,945
)
(
4,554
)
Net cash provided by financing activities
266,783
399,544
Net increase in cash and cash equivalents
28,002
435,316
Cash and cash equivalents at January 1
133,409
146,993
Cash and cash equivalents at September 30
$
161,411
$
582,309
The accompanying notes are an integral part of these unaudited consolidated financial statements.
8
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1
Basis of Presentation
The accounting and reporting policies of First Commonwealth Financial Corporation and subsidiaries (“First Commonwealth” or the “Company”) conform with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. Actual realized amounts could differ from those estimates. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of First Commonwealth’s financial position, results of operations, comprehensive income, cash flows and changes in shareholders’ equity as of and for the periods presented. Certain information and Note disclosures normally included in Consolidated Financial Statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.
For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, federal funds sold and interest-bearing bank deposits. Generally, federal funds are sold for one-day periods.
The results of operations for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the full year of 2025. These interim financial statements should be read in conjunction with First Commonwealth’s 2024 Annual Report on Form 10-K.
Note 2
Acquisition
On April 30, 2025, the Company completed its acquisition of CenterGroup Financial, Inc. (“Center”) and its banking subsidiary, CenterBank, for consideration of
3,016,009
shares of the Company's common stock. Through the acquisition, the Company obtained three full-service banking offices, a loan production office and a mortgage office, all located in the Cincinnati, Ohio market.
9
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The table below summarizes the net assets acquired (at fair value) and consideration transferred in connection with the Center acquisition (dollars in thousands):
Consideration paid
Cash paid to shareholders - fractional shares
$
1
Shares issued to shareholders (
3,016,009
shares)
46,205
Total consideration paid
$
46,206
Fair value of assets acquired
Cash and due from banks
4,672
Investment securities
21,396
FHLB stock
3,144
Loans, including loans held for sale
291,852
Premises and equipment
4,276
Core deposit intangible
5,355
Bank owned life insurance
430
Other assets
5,039
Total assets acquired
336,164
Fair value of liabilities assumed
Deposits
277,980
Borrowings
22,785
Other liabilities
3,692
Total liabilities assumed
304,457
Total fair value of identifiable net assets
$
31,707
Goodwill
$
14,499
The Company determined that this acquisition constitutes a business combination and therefore was accounted for using the acquisition method of accounting. Accordingly, as of the date of the acquisition, the Company recorded the assets acquired, liabilities assumed and consideration paid at fair value. The $
14.5
million excess of the consideration paid over the fair value of assets acquired was recorded as goodwill and is not amortizable or deductible for tax purposes. The amount of goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company with Center.
The fair value of the
3,016,009
common shares issued was determined based on the $
15.32
closing market price of the Company's common shares on the acquisition date, April 30, 2025.
While the valuation of the acquired assets and liabilities is substantially complete, fair value estimates are subject to adjustment during the provisional period, which may last up to twelve months subsequent to the acquisition date. During this period, the Company may obtain additional information to refine the valuations and adjust the recorded fair value, although such adjustments are not expected to be significant. During the three-months ended September 30, 2025, valuations were finalized for provisional amounts for credit marks related to four PCD loans which were considered provisional until collateral valuations were complete. After receiving the collateral valuations a $0.6 million increase in fair value and decrease in the allowance for credit losses was recognized. Valuations still subject to adjustments include deferred and accrued income taxes due to Center's tax returns being open for the period ended April 30, 2025.
The following is a description of the valuation methodologies used to estimate the fair values of major categories of assets acquired and liabilities assumed. The Company used an independent valuation specialist to assist with the determination of fair values for certain acquired assets and assumed liabilities.
Cash and due from banks
- The estimated fair value was determined to approximate the carrying amount of these assets.
Investment securities -
The estimated fair value of the investment portfolio was based on quoted market prices.
10
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Loans -
The estimated fair value of loans was based on a discounted cash flow methodology applied on a pooled basis for non- purchased credit-deteriorated ("non-PCD") loans and on an individual basis for purchased credit-deteriorated ("PCD") loans. The valuation considered underlying characteristics including loan type, term, rate, payment schedule and credit rating. Other factors included assumptions related to prepayments, the probability of default and loss given default. The discount rates applied were based on a build-up approach considering the funding mix, servicing costs, liquidity premium and factors related to performance risk.
Acquired loans are classified into two categories: PCD loans and non-PCD loans. PCD loans are defined as a loan or group of loans that have experienced more than insignificant credit deterioration since origination. Non-PCD loans will have an allowance established on acquisition date, which is recognized as an expense through provision for credit losses. For PCD loans, an allowance is recognized on day 1 by adding it to the fair value of the loan, which is the “Day 1 amortized cost”. There is no provision for credit loss expense recognized on PCD loans because the initial allowance is established by grossing-up the amortized cost of the PCD loan.
A day 1 allowance for credit losses of $
3.4
million related to non-PCD loans and $0.4 million related to the off-balance sheet commitment liability was recorded through the provision for credit losses within the Consolidated Statements of Income. At the date of acquisition, of the $
303.7
million of portfolio loans acquired from Center, $
29.2
million, or 9.6%, of Center's loan portfolio, was accounted for as PCD loans as of May 1, 2025.
Premise and equipment
- The estimated fair value of land and buildings were determined by independent market-based appraisals.
Core deposit intangible
- The core deposit intangible was valued utilizing the cost savings method approach, which recognizes the cost savings represented by the expense of maintaining the core deposit base versus the cost of an alternative funding source. The valuation incorporates assumptions related to account retention, discount rates, deposit interest rates, deposit maintenance costs and alternative funding rates.
Time deposits
- The estimated fair value of time deposits was determined using a discounted cash flow approach incorporating a discount rate equal to current market interest rates offered on time deposits with similar terms and maturities.
Borrowings
- The estimated fair value of short-term borrowings was determined to approximate stated value. Long-term debt with the Federal Home Loan Bank of Cincinnati was valued using the prepayment penalty for payoff on April 30, 2025.
11
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table provides details related to the fair value of acquired PCD loans as of April 30, 2025.
Unpaid Principal Balance
PCD Allowance for Credit Loss at Acquisition
(Discount) Premium on Acquired Loans
Fair Value of PCD Loans at Acquisition
(dollars in thousands)
Commercial, financial, agricultural and other
$
13,302
$
(
1,616
)
$
(
487
)
$
11,199
Time and demand
13,302
(
1,616
)
(
487
)
11,199
Time and demand other
—
—
—
—
Real estate construction
2,442
(
810
)
(
54
)
1,578
Construction other
557
(
182
)
(
17
)
358
Construction residential
1,885
(
628
)
(
37
)
1,220
Residential real estate
3,845
(
45
)
(
138
)
3,662
Residential first lien
3,372
(
38
)
(
137
)
3,197
Residential junior lien/home equity
473
(
7
)
(
1
)
465
Commercial real estate
9,604
(
1,087
)
(
330
)
8,187
Multifamily
1,210
(
120
)
(
78
)
1,012
Non-owner occupied
5,330
(
943
)
(
184
)
4,203
Owner occupied
3,064
(
24
)
(
68
)
2,972
Loans to individuals
30
(
2
)
—
28
Automobile and recreational vehicles
14
(
1
)
—
13
Consumer other
16
(
1
)
—
15
Total loans and leases
$
29,223
$
(
3,560
)
$
(
1,009
)
$
24,654
12
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table provides details related to the fair value and Day 1 provision related to the acquired non-PCD loans as of April 30, 2025.
Unpaid Principal Balance
(Discount) Premium on Acquired Loans
Fair Value of Non-PCD Loans at Acquisition
Day 1 Provision for Credit Losses - Non-PCD Loans
(dollars in thousands)
Commercial, financial, agricultural and other
$
50,555
$
(
2,137
)
$
48,418
$
630
Time and demand
50,535
(
2,137
)
48,398
630
Time and demand other
20
—
20
—
Real estate construction
32,074
(
941
)
31,133
691
Construction other
18,829
(
472
)
18,357
445
Construction residential
13,245
(
469
)
12,776
246
Residential real estate
82,609
(
3,396
)
79,213
665
Residential first lien
67,906
(
3,145
)
64,761
556
Residential junior lien/home equity
14,703
(
251
)
14,452
109
Commercial real estate
108,843
(
3,550
)
105,293
1,389
Multifamily
17,405
(
481
)
16,924
180
Non-owner occupied
43,927
(
1,763
)
42,164
512
Owner occupied
47,511
(
1,306
)
46,205
697
Loans to individuals
357
(
10
)
347
4
Automobile and recreational vehicles
337
(
9
)
328
4
Consumer other
20
(
1
)
19
—
Total loans and leases
$
274,438
$
(
10,034
)
$
264,404
$
3,379
The following table presents the change in goodwill during the period (dollars in thousands):
For the Nine Months Ended September 30, 2025
Goodwill at December 31, 2024
$
363,715
Goodwill from Center acquisition
14,499
Goodwill at September 30, 2025
$
378,214
Costs related to the acquisition totaled $
4.2
million. These amounts were expensed as incurred and are recorded as a merger and acquisition related expense in the Consolidated Statements of Income.
As a result of the full integration of the operations of Center, it is not practicable to determine revenue or net income included in the Company's operating results relating to Center since the date of acquisition as Center's results cannot be separately identified.
13
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 3
Supplemental Comprehensive Income Disclosures
The following table identifies the related tax effects allocated to each component of other comprehensive income (“OCI”) in the unaudited Consolidated Statements of Comprehensive Income. Reclassification adjustments related to securities available for sale are included in the "Net securities gains" line in the unaudited Consolidated Statements of Income.
For the Nine Months Ended September 30,
2025
2024
Pretax Amount
Tax (Expense) Benefit
Net of Tax Amount
Pretax Amount
Tax (Expense) Benefit
Net of Tax Amount
(dollars in thousands)
Unrealized gains on securities:
Unrealized holding gains on securities arising during the period
$
28,700
$
(
6,027
)
$
22,673
$
18,578
$
(
3,901
)
$
14,677
Reclassification adjustment for losses on securities included in net income
4,773
(
1,002
)
3,771
5,447
(
1,144
)
4,303
Total unrealized gains on securities
33,473
(
7,029
)
26,444
24,025
(
5,045
)
18,980
Unrealized gains on derivatives:
Unrealized holding gains on derivatives arising during the period
8,674
(
1,821
)
6,853
12,266
(
2,576
)
9,690
Total unrealized gains on derivatives
8,674
(
1,821
)
6,853
12,266
(
2,576
)
9,690
Total other comprehensive income
$
42,147
$
(
8,850
)
$
33,297
$
36,291
$
(
7,621
)
$
28,670
For the Three Months Ended September 30,
2025
2024
Pretax Amount
Tax (Expense) Benefit
Net of Tax Amount
Pretax Amount
Tax (Expense) Benefit
Net of Tax Amount
(dollars in thousands)
Unrealized gains on securities:
Unrealized holding gains on securities arising during the period
$
7,138
$
(
1,499
)
$
5,639
$
30,372
$
(
6,377
)
$
23,995
Reclassification adjustment for gains on securities included in net income
(
369
)
78
(
291
)
(
88
)
18
(
70
)
Total unrealized gains on securities
6,769
(
1,421
)
5,348
30,284
(
6,359
)
23,925
Unrealized gains on derivatives:
Unrealized holding gains on derivatives arising during the period
2,006
(
421
)
1,585
8,108
(
1,703
)
6,405
Total unrealized gains on derivatives
2,006
(
421
)
1,585
8,108
(
1,703
)
6,405
Total other comprehensive income
$
8,775
$
(
1,842
)
$
6,933
$
38,392
$
(
8,062
)
$
30,330
14
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table details the change in components of OCI for the nine months ended September 30:
2025
2024
Securities Available for Sale
Post-Retirement Obligation
Derivatives
Accumulated Other Comprehensive Income (Loss)
Securities Available for Sale
Post-Retirement Obligation
Derivatives
Accumulated Other Comprehensive Income (Loss)
(dollars in thousands)
Balance at December 31
$
(
94,403
)
$
339
$
(
8,450
)
$
(
102,514
)
$
(
92,340
)
$
344
$
(
19,760
)
$
(
111,756
)
Other comprehensive income before reclassification adjustment
22,673
—
6,853
29,526
14,677
—
9,690
24,367
Amounts reclassified from accumulated other comprehensive (loss) income
3,771
—
—
3,771
4,303
—
—
4,303
Net other comprehensive income during the period
26,444
—
6,853
33,297
18,980
—
9,690
28,670
Balance at September 30
$
(
67,959
)
$
339
$
(
1,597
)
$
(
69,217
)
$
(
73,360
)
$
344
$
(
10,070
)
$
(
83,086
)
The following table details the change in components of OCI for the three months ended September 30:
2025
2024
Securities Available for Sale
Post-Retirement Obligation
Derivatives
Accumulated Other Comprehensive Income (Loss)
Securities Available for Sale
Post-Retirement Obligation
Derivatives
Accumulated Other Comprehensive Income (Loss)
(dollars in thousands)
Balance at June 30
$
(
73,307
)
$
339
$
(
3,182
)
$
(
76,150
)
$
(
97,285
)
$
344
$
(
16,475
)
$
(
113,416
)
Other comprehensive income before reclassification adjustment
5,639
—
1,585
7,224
23,995
—
6,405
30,400
Amounts reclassified from accumulated other comprehensive (loss) income
(
291
)
—
—
(
291
)
(
70
)
—
—
(
70
)
Net other comprehensive income during the period
5,348
—
1,585
6,933
23,925
—
6,405
30,330
Balance at September 30
$
(
67,959
)
$
339
$
(
1,597
)
$
(
69,217
)
$
(
73,360
)
$
344
$
(
10,070
)
$
(
83,086
)
Note 4
Supplemental Cash Flow Disclosures
The following table presents information related to cash paid during the period for interest and income taxes, as well as detail on non-cash investing and financing activities for the nine months ended September 30:
2025
2024
(dollars in thousands)
Cash paid during the period for:
Interest
$
156,526
$
148,897
Income taxes
17,445
22,946
Non-cash investing and financing activities:
Loans transferred to other real estate owned and repossessed assets
4,717
4,472
Loans transferred from held to maturity to held for sale
75,414
65,427
Loans transferred from held for sale to held to maturity
(
5,033
)
(
3,127
)
Gross increase in market value adjustment to securities available for sale
33,473
24,025
Gross increase in market value adjustment to derivatives
8,674
12,266
Noncash treasury stock reissuance
2,339
2,325
Net assets acquired through acquisition
27,035
—
Proceeds from death benefit on bank owned life insurance not received
199
—
15
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 5
Earnings per Share
The following table summarizes the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computations:
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
2025
2024
2025
2024
Weighted average common shares issued
126,599,991
123,603,380
125,282,799
123,603,380
Average treasury stock shares
(
21,923,199
)
(
21,238,907
)
(
21,775,771
)
(
21,322,792
)
Average deferred compensation shares
(
56,625
)
(
57,617
)
(
56,583
)
(
57,298
)
Average unearned non-vested shares
(
236,950
)
(
237,623
)
(
247,560
)
(
190,588
)
Weighted average common shares and common stock equivalents used to calculate basic earnings per share
104,383,217
102,069,233
103,202,885
102,032,702
Additional common stock equivalents (non-vested stock) used to calculate diluted earnings per share
315,037
292,820
250,354
203,600
Additional common stock equivalents (deferred compensation) used to calculate diluted earnings per share
56,663
56,911
56,663
56,911
Weighted average common shares and common stock equivalents used to calculate diluted earnings per share
104,754,917
102,418,964
103,509,902
102,293,213
Per Share Data:
Basic Earnings per Share
$
0.40
$
0.31
$
1.04
$
1.05
Diluted Earnings per Share
$
0.39
$
0.31
$
1.04
$
1.04
The following table shows the number of shares and the price per share related to common stock equivalents that were not included in the computation of diluted earnings per share for the nine months ended September 30, because to do so would have been antidilutive.
2025
2024
Price Range
Price Range
Shares
From
To
Shares
From
To
Restricted Stock
201,199
$
12.39
$
18.62
140,439
$
12.39
$
18.08
Restricted Stock Units
—
$
—
$
—
34,700
$
17.09
$
17.09
Note 6
Commitments and Contingent Liabilities
Commitments and Letters of Credit
Standby letters of credit and commercial letters of credit are conditional commitments issued by First Commonwealth to guarantee the performance of a customer to a third party. The contract or notional amount of these instruments reflects the maximum amount of future payments that First Commonwealth could be required to pay under the guarantees if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or from collateral held or pledged. In addition, many of these commitments are expected to expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements.
The following table identifies the notional amount of those instruments at the date shown below:
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The notional amounts outstanding as of September 30, 2025 include amounts issued in 2025 of $
2.2
million in performance standby letters of credit and $
0.1
million in financial standby letters of credit. There were
no
commercial letters of credit issued in 2025. A liability of $
0.3
million has been recorded as of both September 30, 2025 and December 31, 2024, which represents the estimated fair value of letters of credit issued. The fair value of letters of credit is estimated based on the unrecognized portion of fees received at the time the commitment was issued.
Unused commitments and letters of credit provide exposure to future credit loss in the event of nonperformance by the borrower or guaranteed parties. Management’s evaluation of the credit risk related to these commitments resulted in the recording of a liability of $
8.6
million and $
4.1
million as of September 30, 2025 and December 31, 2024, respectively. In the second quarter of 2025, $0.4 million in credit risk was recognized for commitments acquired as part of the Center acquisition. This liability is reflected in "Other liabilities" in the unaudited Consolidated Statements of Financial Condition. The credit risk evaluation incorporates the expected loss percentage calculated for comparable loan categories as part of the allowance for credit losses for loans as well as estimated utilization for each loan category.
Legal Proceedings
First Commonwealth and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings in which claims for monetary damages are asserted. As of September 30, 2025, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of litigation pending or threatened against First Commonwealth or its subsidiaries will be material to First Commonwealth’s consolidated financial position. On at least a quarterly basis, First Commonwealth assesses its liabilities and contingencies in connection with such legal proceedings. For those matters where it is probable that First Commonwealth will incur losses and the amounts of the losses can be reasonably estimated, First Commonwealth records an expense and corresponding liability in its consolidated financial statements. To the extent the pending or threatened litigation could result in exposure in excess of that liability, the amount of such excess is not currently estimable. Although not considered probable, the range of reasonably possible losses for such matters in the aggregate, beyond the existing recorded liability (if any), is between $
0
and $
1
million. Although First Commonwealth does not believe that the outcome of pending litigation will be material to First Commonwealth’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations and cash flows for a particular reporting period in the future.
17
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 7
Investment Securities
Securities Available for Sale
Below is an analysis of the amortized cost and estimated fair values of securities available for sale at:
September 30, 2025
December 31, 2024
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
(dollars in thousands)
Obligations of U.S. Government Agencies:
Mortgage-Backed Securities – Residential
$
2,738
$
21
$
(
164
)
$
2,595
$
3,096
$
14
$
(
212
)
$
2,898
Mortgage-Backed Securities – Commercial
716,893
3,791
(
45,777
)
674,907
779,232
2,489
(
57,546
)
724,175
Obligations of U.S. Government-Sponsored Enterprises:
Mortgage-Backed Securities – Residential
358,751
1,471
(
45,176
)
315,046
413,434
1,481
(
64,331
)
350,584
Other Government-Sponsored Enterprises
1,000
—
(
24
)
976
1,000
—
(
54
)
946
Obligations of States and Political Subdivisions
8,011
3
(
631
)
7,383
8,510
—
(
983
)
7,527
Corporate Securities
58,236
1,393
(
1,557
)
58,072
62,475
1,454
(
2,436
)
61,493
Total Debt Securities Available for Sale
$
1,145,629
$
6,679
$
(
93,329
)
$
1,058,979
$
1,267,747
$
5,438
$
(
125,562
)
$
1,147,623
Mortgage-backed securities include mortgage-backed obligations of U.S. Government agencies and obligations of U.S. Government-sponsored enterprises. These obligations have contractual maturities ranging from less than one year to approximately 42 years, with lower anticipated lives to maturity due to prepayments. All mortgage-backed securities contain a certain amount of risk related to the uncertainty of prepayments of the underlying mortgages. Interest rate changes have a direct impact upon prepayment speeds; therefore, First Commonwealth uses computer simulation models to test the average life and yield volatility of all mortgage-backed securities under various interest rate scenarios to monitor the potential impact on earnings and interest rate risk positions.
Expected maturities will differ from contractual maturities because issuers may have the right to call or repay obligations with or without call or prepayment penalties. Other fixed income securities within the portfolio also contain prepayment risk.
18
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The amortized cost and estimated fair value of debt securities available for sale at September 30, 2025, by contractual maturity, are shown below.
Amortized
Cost
Estimated
Fair Value
(dollars in thousands)
Due within 1 year
$
8,219
$
8,195
Due after 1 but within 5 years
30,245
30,867
Due after 5 but within 10 years
28,783
27,369
Due after 10 years
—
—
67,247
66,431
Mortgage-Backed Securities (a)
1,078,382
992,548
Total Debt Securities
$
1,145,629
$
1,058,979
(a)
Mortgage-backed and collateralized mortgage securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds. Mortgage-Backed Securities include an amortized cost of $
719.6
million and a fair value of $
677.5
million for Obligations of U.S. Government agencies issued by Ginnie Mae and an amortized cost of $
358.8
million and a fair value of $
315.0
million for Obligations of U.S. Government-sponsored enterprises issued by Fannie Mae and Freddie Mac
.
Proceeds from sales, gross gains (losses) realized on sales and maturities related to securities held to maturity and securities available for sale were as follows for the nine months ended September 30:
2025
2024
(dollars in thousands)
Proceeds from sales
$
69,862
$
69,598
Gross gains (losses) realized:
Sales transactions:
Gross gains
$
—
$
—
Gross losses
(
5,142
)
(
5,535
)
(
5,142
)
(
5,535
)
Maturities
Gross gains
369
88
Gross losses
—
—
369
88
Net losses
$
(
4,773
)
$
(
5,447
)
For the nine months ended September 30, 2025, $
48.5
million of the proceeds from sales in the above table are a result of management selling $
53.7
million in available for sale investment securities yielding 2.61% and reinvesting the proceeds into securities yielding 5.41%. Additionally, $
21.4
million in proceeds from sales are a result of the sale of investments acquired as part of the Center acquisition. All of the acquired investments were recorded at fair value at the time of acquisition and subsequently sold at the same value. Gains from maturities in the above table are related to the call of one corporate subordinated debt issue.
For the nine months ended September 30, 2024, proceeds from sales included in the above table are a result of management selling $
75.1
million in available for sale investment securities yielding 2.17% and reinvesting the proceeds into securities yielding 5.49%.
Securities available for sale with an estimated fair value of $
721.5
million and $
580.5
million were pledged as of September 30, 2025 and December 31, 2024, respectively, to secure public deposits and for other purposes required or permitted by law.
Equity Securities
During the second quarter of 2024, Visa commenced an exchange offer for any and all outstanding shares of its Class B-1 common stock for a combination of Visa's Class B-2 common stock, Class C common stock and, where applicable cash in lieu of fractional shares. As part of this exchange, each share of Class B-1 common stock would be exchanged for one half share of
19
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the newly issued Class B-2 common stock and Class C common stock would be issued in an amount equivalent to one half of a share of Class B-1 common stock. The Company opted to participate in this exchange offer prior to its expiration and received 13,340 Class B-2 shares and 5,294 Class C shares. In 2024, the Class C shares were sold at fair value resulting in a gain of $
5.7
million. During the first quarter of 2025, the Class B-2 shares, which were carried with a zero basis, were sold, resulting in a $
5.1
million gain.
Securities Held to Maturity
Below is an analysis of the amortized cost and fair values of debt securities held to maturity at:
September 30, 2025
December 31, 2024
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
(dollars in thousands)
Obligations of U.S. Government Agencies:
Mortgage-Backed Securities – Residential
$
1,454
$
—
$
(
161
)
$
1,293
$
1,586
$
—
$
(
220
)
$
1,366
Mortgage-Backed Securities- Commercial
128,911
627
(
12,587
)
116,951
89,404
66
(
14,785
)
74,685
Obligations of U.S. Government-Sponsored Enterprises:
Mortgage-Backed Securities – Residential
301,895
508
(
35,800
)
266,603
266,587
—
(
47,564
)
219,023
Other Government-Sponsored Enterprises
23,115
—
(
2,939
)
20,176
22,869
—
(
4,155
)
18,714
Obligations of States and Political Subdivisions
23,740
—
(
1,396
)
22,344
24,193
—
(
2,246
)
21,947
Debt Securities Issued by Foreign Governments
800
—
(
5
)
795
1,000
—
(
16
)
984
Total Securities Held to Maturity
$
479,915
$
1,135
$
(
52,888
)
$
428,162
$
405,639
$
66
$
(
68,986
)
$
336,719
The amortized cost and estimated fair value of debt securities held to maturity at September 30, 2025, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or repay obligations with or without call or prepayment penalties.
Amortized
Cost
Estimated
Fair Value
(dollars in thousands)
Due within 1 year
$
1,088
$
1,085
Due after 1 but within 5 years
14,818
14,325
Due after 5 but within 10 years
31,185
27,452
Due after 10 years
564
453
47,655
43,315
Mortgage-Backed Securities (a)
432,260
384,847
Total Debt Securities
$
479,915
$
428,162
(a)
Mortgage-backed and collateralized mortgage securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds. Mortgage-Backed Securities include an amortized cost of $
130.4
million and a fair value of $
118.2
million for Obligations of U.S. Government agencies issued by Ginnie Mae and an amortized cost of $
301.9
million and a fair value of $
266.6
million for Obligations of U.S. Government-sponsored enterprises issued by Fannie Mae and Freddie Mac.
Securities held to maturity with an amortized cost of $
346.4
million and $
247.5
million were pledged as of September 30, 2025 and December 31, 2024, respectively, to secure public deposits and for other purposes required or permitted by law.
20
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Other Investments
As a member of the Federal Home Loan Bank ("FHLB"), First Commonwealth is required to purchase and hold stock in the FHLB to satisfy membership and borrowing requirements. The level of stock required to be held is dependent on the amount of First Commonwealth's mortgage-related assets and outstanding borrowings with the FHLB. This stock is restricted in that it can only be sold to the FHLB or to another member institution, and all sales of FHLB stock must be at par. As a result of these restrictions, FHLB stock is unlike other investment securities insofar as there is no trading market for FHLB stock and the transfer price is determined by FHLB membership rules and not by market participants. As of September 30, 2025 and December 31, 2024, our FHLB stock totaled $
35.7
million and $
25.2
million, respectively, and is included in “Other investments” on the unaudited Consolidated Statements of Financial Condition.
FHLB stock is held as a long-term investment and its value is determined based on the ultimate recoverability of the par value. First Commonwealth evaluates impairment quarterly and has concluded that the par value of its investment in FHLB stock will be recovered. Accordingly, no impairment charge was recorded on these securities during the three and nine months ended September 30, 2025.
At September 30, 2025 and December 31, 2024, "Other investments" also includes $
5.7
million in equity securities. These securities do not have a readily determinable fair value and are carried at cost. During the nine-months ended September 30, 2025 and 2024, there were
no
gains or losses recognized through earnings on these equity securities. On a quarterly basis, management evaluates equity securities by reviewing the severity and duration of any decline in estimated fair value, research reports, analysts’ recommendations, credit rating changes, news stories, annual reports, regulatory filings, the impact of interest rate changes and other relevant information.
Impairment of Investment Securities
We review our investment portfolio on a quarterly basis for indications of impairment. For available for sale securities, the review includes analyzing the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer and whether we are more likely than not to sell the security. We evaluate whether we are more likely than not to sell debt securities based upon our investment strategy for the particular type of security and our cash flow needs, liquidity position, capital adequacy, tax position and interest rate risk position. Held-to-maturity securities are evaluated for impairment on a quarterly basis using historical probability of default and loss given default information specific to the investment category. If this evaluation determines that credit losses exist, an allowance for credit loss is recorded and included in earnings as a component of credit loss expense.
First Commonwealth utilizes the specific identification method to determine the net gain or loss on debt securities and the average cost method to determine the net gain or loss on equity securities.
The following table presents the gross unrealized losses and estimated fair values at September 30, 2025, for both available for sale and held to maturity securities by investment category and time frame for which securities have been in a continuous unrealized loss position:
Less Than 12 Months
12 Months or More
Total
Estimated
Fair Value
Gross
Unrealized
Losses
Estimated
Fair Value
Gross
Unrealized
Losses
Estimated
Fair Value
Gross
Unrealized
Losses
(dollars in thousands)
Obligations of U.S. Government Agencies:
Mortgage-Backed Securities – Residential
$
—
$
—
$
2,870
$
(
325
)
$
2,870
$
(
325
)
Mortgage-Backed Securities – Commercial
31,438
(
740
)
249,463
(
57,624
)
280,901
(
58,364
)
Obligations of U.S. Government-Sponsored Enterprises:
Mortgage-Backed Securities – Residential
—
—
447,269
(
80,976
)
447,269
(
80,976
)
Other Government-Sponsored Enterprises
—
—
21,152
(
2,963
)
21,152
(
2,963
)
Obligations of States and Political Subdivisions
—
—
27,436
(
2,027
)
27,436
(
2,027
)
Debt Securities Issued by Foreign Governments
—
—
395
(
5
)
395
(
5
)
Corporate Securities
—
—
22,497
(
1,557
)
22,497
(
1,557
)
Total Securities
$
31,438
$
(
740
)
$
771,082
$
(
145,477
)
$
802,520
$
(
146,217
)
21
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
At September 30, 2025, fixed income securities issued by the U.S. Government and U.S. Government-sponsored enterprises comprised 94% of the estimated fair value for the total portfolio and
98
% of total unrealized losses. All unrealized losses are the result of changes in market interest rates. At September 30, 2025, there are 235 debt securities in the portfolio, with
141
debt securities in an unrealized loss position.
The following table presents the gross unrealized losses and estimated fair values at December 31, 2024 by investment category and the time frame for which securities have been in a continuous unrealized loss position:
Less Than 12 Months
12 Months or More
Total
Estimated
Fair Value
Gross
Unrealized
Losses
Estimated
Fair Value
Gross
Unrealized
Losses
Estimated
Fair Value
Gross
Unrealized
Losses
(dollars in thousands)
Obligations of U.S. Government Agencies:
Mortgage-Backed Securities – Residential
$
242
$
(
1
)
$
3,002
$
(
431
)
$
3,244
$
(
432
)
Mortgage-Backed Securities - Commercial
258,712
(
4,119
)
274,358
(
68,212
)
533,070
(
72,331
)
Obligations of U.S. Government-Sponsored Enterprises:
Mortgage-Backed Securities – Residential
4,759
(
56
)
497,445
(
111,839
)
502,204
(
111,895
)
Other Government-Sponsored Enterprises
—
—
19,660
(
4,209
)
19,660
(
4,209
)
Obligation of States and Political Subdivisions
1,104
(
11
)
28,097
(
3,218
)
29,201
(
3,229
)
Debt Securities Issued by Foreign Governments
—
—
584
(
16
)
584
(
16
)
Corporate Securities
9,701
(
506
)
17,321
(
1,930
)
27,022
(
2,436
)
Total Securities
$
274,518
$
(
4,693
)
$
840,467
$
(
189,855
)
$
1,114,985
$
(
194,548
)
As of September 30, 2025, our corporate securities had an amortized cost and an estimated fair value of $
58.2
million and $
58.1
million, respectively. As of December 31, 2024, our corporate securities had an amortized cost and estimated fair value of $
62.5
million and $
61.5
million, respectively. Corporate securities are comprised of debt issued by large regional banks. There were
6
corporate securities out of a total of 14 that were in an unrealized loss position at September 30, 2025 and
7
corporate securities out of a total of 15 that were in an unrealized loss position at December 31, 2024. When unrealized losses exist, management reviews each of the issuer’s asset quality, earnings trends and capital position to determine whether the unrealized loss position is a result of credit losses. All interest payments on the corporate securities are being made as contractually required.
There was no expected credit related impairment recognized on investment securities during the nine months ended September 30, 2025 and 2024.
22
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 8
Loans and Leases and Allowance for Credit Losses
Loans and leases are presented in the Consolidated Statements of Financial Condition net of deferred fees and costs, and discounts related to purchased loans. Net deferred fees were $
19.0
million and $
14.7
million as of September 30, 2025 and December 31, 2024, respectively, and discounts on purchased loans from acquisitions were $
24.4
million and $
18.9
million as of September 30, 2025 and December 31, 2024, respectively.
The following table provides outstanding balances related to each of our loan types:
September 30, 2025
December 31, 2024
(dollars in thousands)
Commercial, financial, agricultural and other
$
2,009,025
$
1,677,989
Time and demand
1,251,980
1,133,595
Commercial credit cards
11,709
11,718
Equipment finance
634,398
427,320
Time and demand other
110,938
105,356
Real estate construction
445,442
483,384
Construction other
403,548
475,367
Construction residential
41,894
8,017
Residential real estate
2,382,725
2,341,703
Residential first lien
1,664,891
1,670,547
Residential junior lien/home equity
717,834
671,156
Commercial real estate
3,408,801
3,124,704
Multifamily
656,182
597,145
Non-owner occupied
1,944,990
1,804,950
Owner occupied
807,629
722,609
Loans to individuals
1,442,295
1,355,974
Automobile and recreational vehicles
1,370,551
1,280,645
Consumer credit cards
9,359
9,865
Consumer other
62,385
65,464
Total loans and leases
$
9,688,288
$
8,983,754
First Commonwealth’s loan portfolio includes five primary loan categories. When calculating the allowance for credit losses these categories are classified into fourteen portfolio segments. The composition of loans by portfolio segment includes:
Commercial, financial, agricultural and other
Time & Demand
- Consists primarily of commercial and industrial loans. This category consists of loans that are typically cash flow dependent and therefore have different risk and loss characteristics than other commercial loans. Loans in this category include revolving and term structures with fixed and variable interest rates. The primary macroeconomic drivers for estimating credit losses for this category include forecasts of business bankruptcies and economic conditions measured by GDP. In the third quarter of 2025, as a result of a periodic review of loss history and loss drivers, business bankruptcies replaced national unemployment as one of the primary macroeconomic drivers in this category.
Commercial Credit Cards
- Consists of unsecured credit cards for commercial customers. These commercial credit cards have separate characteristics outside of normal commercial non-real estate loans, as they tend to have shorter overall duration. The primary macroeconomic drivers for estimating credit losses for this category include forecasts of business bankruptcies and economic conditions measured by GDP. In the third quarter of 2025, as a result of a periodic review of loss history and loss drivers, business bankruptcies replaced national unemployment as one of the primary macroeconomic drivers in this category.
Equipment Finance
- Consists of loans and leases to finance the purchase of equipment for commercial customers. The risk and loss characteristics are unique for this group due to the type of collateral. The primary macroeconomic drivers for estimating credit losses for this category include forecasts of business bankruptcies and economic conditions measured by GDP. In the third quarter of 2025, as a result of a periodic review of loss history and loss drivers, business bankruptcies replaced national unemployment as one of the primary macroeconomic drivers in this category.
23
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Time & Demand Other
- Consists primarily of loans to state and political subdivisions and other commercial loans that have different characteristics than loans in the Time and Demand category. The primary macroeconomic drivers for estimating credit losses for this category include forecasts of household obligations ratio and economic conditions measured by GDP.
Real estate construction
Construction Other -
Consists of construction loans to commercial builders and developers and are secured by the properties under development.
Construction Residential -
Consists of loans to finance the construction of residential properties during the construction period. Borrowers are typically individuals who will occupy the completed single family property.
The risk and loss characteristics of these two construction categories are different than other real estate secured categories due to the collateral being at various stages of completion. The nature of the project and type of borrower of the two construction categories provides for unique risk and loss characteristics for each category. The primary macroeconomic drivers for estimating credit losses for construction loans include forecasts of national unemployment and measures of completed construction projects.
Residential real estate
Residential first lien
- Consists of loans with collateral of 1-4 family residencies with a senior lien position. The risk and loss characteristics are unique for this group because the collateral for these loans are the borrower’s primary residence. The primary macroeconomic drivers for estimating credit losses for this category include forecasts of national unemployment and residential property values.
Residential Junior Lien/Home Equity
- Consists of loans with collateral of 1-4 family residencies with an open end line of credit or junior lien position. The junior lien position for the majority of these loans provides a higher risk of loss than other residential real estate loans. The primary macroeconomic drivers for estimating credit losses for this category include forecasts of national unemployment and residential property values.
Commercial real estate
Multifamily
- Consists of loans secured by commercial multifamily properties. Real estate related to rentals to consumers provide unique risk and loss characteristics. The primary macroeconomic drivers for estimating credit losses for this category include forecasts of completed multifamily construction projects and national unemployment. In the third quarter of 2025, as a result of a periodic review of loss history and loss drivers, completed multifamily construction projects replaced commercial real estate values as one of the primary macroeconomic drivers in this category.
Non-owner Occupied
- Consists of loans secured by non-owner occupied commercial real estate and provides different loss characteristics than other real estate categories. The primary macroeconomic drivers for estimating credit losses for this category include forecasts of national unemployment and changes in the price of commercial real estate. In the third quarter of 2025, as a result of a periodic review of loss history and loss drivers, completed multifamily construction projects replaced economic conditions measured by GDP as one of the primary macroeconomic drivers in this category.
Owner Occupied
- Consists of loans secured by owner occupied commercial real estate properties. The risk and loss characteristics of this category were considered different than other real estate categories because it is owner occupied and would impact the ability to conduct business. The primary macroeconomic drivers for estimating credit losses for this category include forecasts of national unemployment and economic conditions measured by GDP.
Loans to individuals
Automobile
and Recreational Vehicles
- Consists of both direct and indirect loans with automobiles and recreational vehicles held as collateral. The primary macroeconomic drivers for estimating credit losses for this category include forecasts of automobile retention value and business bankruptcies. In the third quarter of 2025, as a result of a periodic review of loss history and loss drivers, business bankruptcies replaced consumer sentiment as one of the primary macroeconomic drivers in this category. This change reflects the view that business bankruptcies are better correlated with defaults in this category at this point in the economic cycle.
Consumer Credit Cards
– Consists of unsecured consumer credit cards. The primary macroeconomic drivers for estimating credit losses for this category include forecasts of consumer sentiment and median family income. In the third quarter of 2025,
24
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
as a result of a periodic review of loss history and loss drivers, median family income projections replaced economic conditions measured by GDP as one of the primary macroeconomic drivers in this category.
Other Consumer
- Consists of lines of credit, student loans and other consumer loans, not secured by real estate or autos. The primary macroeconomic drivers for estimating credit losses for this category include forecasts of consumer confidence and retail sales.
Calculation of the Allowance for Credit Losses
The allowance for credit losses is calculated by pooling loans of similar credit risk characteristics and applying a discounted cash flow methodology after incorporating probability of default and loss given default estimates. Probability of default represents an estimate of the likelihood of default, and loss given default measures the expected loss upon default. Inputs impacting the expected losses include a forecast of macroeconomic factors, using a weighted forecast from a nationally recognized firm. Our model incorporates a one-year forecast of macroeconomic factors, after which the factors revert back to the historical mean over a one-year period. The most significant macroeconomic factor used in estimating credit losses is the national unemployment rate. The forecasted value for national unemployment at the beginning of the forecast period was
4.32
%, and during the one-year forecast period it was projected to average
5.15
%, with a peak of
5.54
%.
Credit Quality Information
As part of the on-going monitoring of credit quality within the loan portfolio, the following credit worthiness categories are used in grading our loans:
Pass
Acceptable levels of risk exist in the relationship. Includes all loans not classified as OAEM, substandard or doubtful.
Other Assets Especially Mentioned (OAEM)
Potential weaknesses that deserve management’s close attention. The potential weaknesses may result in deterioration of the repayment prospects or weaken the Company’s credit position at some future date. The credit risk may be relatively minor, yet constitute an undesirable risk in light of the circumstances surrounding the specific credit. No loss of principal or interest is expected.
Substandard
Well-defined weakness or a weakness that jeopardizes the repayment of the debt. A loan may be classified as substandard as a result of deterioration of the borrower’s financial condition and repayment capacity. Loans for which repayment plans have not been met or collateral equity margins do not protect the Company may also be classified as substandard.
Doubtful
Loans with the characteristics of substandard loans with the added characteristic that collection or liquidation in full, on the basis of presently existing facts and conditions, is highly improbable.
The Company’s internal creditworthiness grading system provides a measurement of credit risk based primarily on an evaluation of the borrower’s cash flow and collateral. Category ratings are reviewed each quarter, at which time management analyzes the results, as well as other external statistics and factors related to loan performance.
25
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables represent our credit risk profile by creditworthiness category:
September 30, 2025
Non-Pass
Pass
OAEM
Substandard
Doubtful
Loss
Total Non-Pass
Total
(dollars in thousands)
Commercial, financial, agricultural and other
$
1,888,960
$
59,591
$
60,474
$
—
$
—
$
120,065
$
2,009,025
Time and demand
1,136,110
56,967
58,903
—
—
115,870
1,251,980
Commercial credit cards
11,709
—
—
—
—
—
11,709
Equipment finance
630,206
2,621
1,571
—
—
4,192
634,398
Time and demand other
110,935
3
—
—
—
3
110,938
Real estate construction
443,616
176
1,650
—
—
1,826
445,442
Construction other
401,722
176
1,650
—
—
1,826
403,548
Construction residential
41,894
—
—
—
—
—
41,894
Residential real estate
2,367,437
2,764
12,524
—
—
15,288
2,382,725
Residential first lien
1,654,093
2,764
8,034
—
—
10,798
1,664,891
Residential junior lien/home equity
713,344
—
4,490
—
—
4,490
717,834
Commercial real estate
3,297,787
60,781
50,233
—
—
111,014
3,408,801
Multifamily
636,440
19,687
55
—
—
19,742
656,182
Non-owner occupied
1,900,625
26,648
17,717
—
—
44,365
1,944,990
Owner occupied
760,722
14,446
32,461
—
—
46,907
807,629
Loans to individuals
1,442,274
—
21
—
—
21
1,442,295
Automobile and recreational vehicles
1,370,532
—
19
—
—
19
1,370,551
Consumer credit cards
9,359
—
—
—
—
—
9,359
Consumer other
62,383
—
2
—
—
2
62,385
Total loans and leases
$
9,440,074
$
123,312
$
124,902
$
—
$
—
$
248,214
$
9,688,288
26
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2024
Non-Pass
Pass
OAEM
Substandard
Doubtful
Loss
Total Non-Pass
Total
(dollars in thousands)
Commercial, financial, agricultural and other
$
1,579,704
$
65,892
$
32,393
$
—
$
—
$
98,285
$
1,677,989
Time and demand
1,037,723
64,757
31,115
—
—
95,872
1,133,595
Commercial credit cards
11,718
—
—
—
—
—
11,718
Equipment finance
424,911
1,131
1,278
—
—
2,409
427,320
Time and demand other
105,352
4
—
—
—
4
105,356
Real estate construction
480,675
180
2,529
—
—
2,709
483,384
Construction other
472,658
180
2,529
—
—
2,709
475,367
Construction residential
8,017
—
—
—
—
—
8,017
Residential real estate
2,328,571
1,297
11,835
—
—
13,132
2,341,703
Residential first lien
1,661,868
1,297
7,382
—
—
8,679
1,670,547
Residential junior lien/home equity
666,703
—
4,453
—
—
4,453
671,156
Commercial real estate
3,014,905
60,510
49,289
—
—
109,799
3,124,704
Multifamily
578,725
18,346
74
—
—
18,420
597,145
Non-owner occupied
1,754,255
21,869
28,826
—
—
50,695
1,804,950
Owner occupied
681,925
20,295
20,389
—
—
40,684
722,609
Loans to individuals
1,355,724
—
250
—
—
250
1,355,974
Automobile and recreational vehicles
1,280,498
—
147
—
—
147
1,280,645
Consumer credit cards
9,865
—
—
—
—
—
9,865
Consumer other
65,361
—
103
—
—
103
65,464
Total loans and leases
$
8,759,579
$
127,879
$
96,296
$
—
$
—
$
224,175
$
8,983,754
The following table summarizes the loan risk rating category by loan type including term loans on an amortized cost basis by origination year:
September 30, 2025
Term Loans
Revolving Loans
2025
2024
2023
2022
2021
Prior
Total
(dollars in thousands)
Time and demand
$
104,642
$
153,068
$
107,714
$
96,195
$
70,858
$
97,879
$
621,624
$
1,251,980
Pass
103,053
150,329
103,769
87,270
60,404
90,030
541,255
1,136,110
OAEM
1,589
1,006
2,707
2,858
1,823
2,079
44,905
56,967
Substandard
—
1,733
1,238
6,067
8,631
5,770
35,464
58,903
Gross charge-offs
—
(
127
)
(
230
)
(
1,352
)
(
353
)
(
1,673
)
(
6,136
)
(
9,871
)
Gross recoveries
—
—
—
402
26
805
2,869
4,102
Commercial credit cards
—
—
—
—
—
—
11,709
11,709
Pass
—
—
—
—
—
—
11,709
11,709
Gross charge-offs
—
—
—
—
—
—
(
183
)
(
183
)
Gross recoveries
—
—
—
—
—
—
25
25
Equipment finance
294,696
212,878
98,629
28,195
—
—
—
634,398
Pass
294,696
211,544
97,123
26,843
—
—
—
630,206
OAEM
—
1,042
844
735
—
—
—
2,621
Substandard
—
292
662
617
—
—
—
1,571
Gross charge-offs
—
(
387
)
(
303
)
(
945
)
—
—
—
(
1,635
)
Gross recoveries
—
7
160
383
—
—
—
550
27
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
September 30, 2025
Term Loans
Revolving Loans
2025
2024
2023
2022
2021
Prior
Total
(dollars in thousands)
Time and demand other
6,709
11,102
12,198
4,357
15,278
55,102
6,192
110,938
Pass
6,709
11,102
12,198
4,357
15,278
55,102
6,189
110,935
OAEM
—
—
—
—
—
—
3
3
Gross charge-offs
—
—
—
—
—
—
(
1,151
)
(
1,151
)
Gross recoveries
—
—
—
—
—
1
180
181
Construction other
93,271
68,216
146,827
39,234
33,495
19,633
2,872
403,548
Pass
93,271
68,216
146,827
39,058
31,984
19,494
2,872
401,722
OAEM
—
—
—
176
—
—
—
176
Substandard
—
—
—
—
1,511
139
—
1,650
Gross charge-offs
—
—
—
(
267
)
—
—
—
(
267
)
Gross recoveries
—
—
—
—
—
—
—
—
Construction residential
12,054
8,887
14,528
3,530
1,704
26
1,165
41,894
Pass
12,054
8,887
14,528
3,530
1,704
26
1,165
41,894
Gross charge-offs
—
—
—
—
(
562
)
—
—
(
562
)
Gross recoveries
—
—
—
—
—
—
—
—
Residential first lien
57,867
57,098
148,794
355,822
455,105
587,678
2,527
1,664,891
Pass
57,867
56,859
146,376
353,115
453,189
584,225
2,462
1,654,093
OAEM
—
—
—
1,644
171
884
65
2,764
Substandard
—
239
2,418
1,063
1,745
2,569
—
8,034
Gross charge-offs
—
—
(
204
)
(
5
)
(
8
)
(
4
)
—
(
221
)
Gross recoveries
—
—
—
—
—
55
—
55
Residential junior lien/home equity
36,268
18,427
47,966
51,565
33,440
5,354
524,814
717,834
Pass
36,268
18,427
47,955
51,490
33,440
5,161
520,603
713,344
Substandard
—
—
11
75
—
193
4,211
4,490
Gross charge-offs
—
—
—
—
—
—
(
130
)
(
130
)
Gross recoveries
—
—
—
—
—
2
145
147
Multifamily
21,675
29,146
70,544
245,039
127,710
160,245
1,823
656,182
Pass
21,675
29,146
70,544
231,751
122,687
159,113
1,524
636,440
OAEM
—
—
—
13,288
5,023
1,077
299
19,687
Substandard
—
—
—
—
—
55
—
55
Gross charge-offs
—
—
—
—
—
(
461
)
—
(
461
)
Gross recoveries
—
—
—
—
—
—
—
—
Non-owner occupied
164,227
110,044
239,149
439,693
200,934
778,198
12,745
1,944,990
Pass
164,227
110,044
239,149
431,020
191,248
752,257
12,680
1,900,625
OAEM
—
—
—
6,845
9,686
10,117
—
26,648
Substandard
—
—
—
1,828
—
15,824
65
17,717
Gross charge-offs
—
—
—
(
785
)
—
(
2,678
)
—
(
3,463
)
Gross recoveries
—
—
—
—
—
142
—
142
Owner occupied
99,499
80,826
114,187
150,036
132,669
215,346
15,066
807,629
Pass
99,105
75,656
108,146
138,247
126,419
198,847
14,302
760,722
OAEM
—
178
3,916
3,109
2,939
3,882
422
14,446
Substandard
394
4,992
2,125
8,680
3,311
12,617
342
32,461
Gross charge-offs
—
(
130
)
(
126
)
(
957
)
—
—
—
(
1,213
)
Gross recoveries
—
—
—
—
—
63
—
63
28
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
September 30, 2025
Term Loans
Revolving Loans
2025
2024
2023
2022
2021
Prior
Total
(dollars in thousands)
Automobile and recreational vehicles
432,814
313,662
239,771
230,023
100,872
53,409
—
1,370,551
Pass
432,814
313,662
239,771
230,023
100,863
53,399
—
1,370,532
Substandard
—
—
—
—
9
10
—
19
Gross charge-offs
(
45
)
(
993
)
(
1,563
)
(
1,787
)
(
672
)
(
233
)
—
(
5,293
)
Gross recoveries
3
245
495
852
381
320
—
2,296
Consumer credit cards
—
—
—
—
—
—
9,359
9,359
Pass
—
—
—
—
—
—
9,359
9,359
Gross charge-offs
—
—
—
—
—
—
(
253
)
(
253
)
Gross recoveries
—
—
—
—
—
—
65
65
Consumer other
5,429
5,659
2,778
1,349
8,399
2,481
36,290
62,385
Pass
5,429
5,659
2,778
1,349
8,399
2,481
36,288
62,383
Substandard
—
—
—
—
—
—
2
2
Gross charge-offs
(
6
)
(
66
)
(
124
)
(
67
)
(
119
)
(
1
)
(
927
)
(
1,310
)
Gross recoveries
—
1
14
14
25
28
202
284
Total loans and leases
$
1,329,151
$
1,069,013
$
1,243,085
$
1,645,038
$
1,180,464
$
1,975,351
$
1,246,186
$
9,688,288
Total charge-offs
$
(
51
)
$
(
1,703
)
$
(
2,550
)
$
(
6,165
)
$
(
1,714
)
$
(
5,050
)
$
(
8,780
)
$
(
26,013
)
Total recoveries
$
3
$
253
$
669
$
1,651
$
432
$
1,416
$
3,486
$
7,910
December 31, 2024
Term Loans
Revolving Loans
2024
2023
2022
2021
2020
Prior
Total
(dollars in thousands)
Time and demand
$
144,084
$
115,113
$
101,483
$
80,688
$
47,378
$
67,103
$
577,746
$
1,133,595
Pass
142,872
107,764
96,068
60,244
44,645
56,393
529,737
1,037,723
OAEM
1,212
2,696
3,327
11,963
1,881
4,362
39,316
64,757
Substandard
—
4,653
2,088
8,481
852
6,348
8,693
31,115
Gross charge-offs
—
(
17
)
(
45
)
(
271
)
(
658
)
(
4,380
)
(
5,760
)
(
11,131
)
Gross recoveries
—
—
1
—
208
197
29
435
Commercial credit cards
—
—
—
—
—
—
11,718
11,718
Pass
—
—
—
—
—
—
11,718
11,718
Gross charge-offs
—
—
—
—
—
—
(
251
)
(
251
)
Gross recoveries
—
—
—
—
—
—
6
6
Equipment finance
256,015
129,463
41,842
—
—
—
—
427,320
Pass
255,572
128,560
40,779
—
—
—
—
424,911
OAEM
443
267
421
—
—
—
—
1,131
Substandard
—
636
642
—
—
—
—
1,278
Gross charge-offs
(
59
)
(
984
)
(
977
)
—
—
—
—
(
2,020
)
Gross recoveries
—
98
76
—
—
—
—
174
Time and demand other
10,746
10,813
4,561
16,526
18,435
41,261
3,014
105,356
Pass
10,746
10,813
4,561
16,526
18,435
41,261
3,010
105,352
OAEM
—
—
—
—
—
—
4
4
Gross charge-offs
—
—
—
—
—
—
(
2,110
)
(
2,110
)
Gross recoveries
—
—
—
—
—
10
188
198
29
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2024
Term Loans
Revolving Loans
2024
2023
2022
2021
2020
Prior
Total
(dollars in thousands)
Construction other
54,109
195,536
136,010
62,890
7,030
18,766
1,026
475,367
Pass
54,109
195,536
134,812
61,379
7,030
18,766
1,026
472,658
OAEM
—
—
180
—
—
—
—
180
Substandard
—
—
1,018
1,511
—
—
—
2,529
Gross charge-offs
—
—
(
588
)
(
504
)
—
—
—
(
1,092
)
Gross recoveries
—
—
—
—
—
6
—
6
Construction residential
1,743
3,366
1,740
1,140
—
28
—
8,017
Pass
1,743
3,366
1,740
1,140
—
28
—
8,017
Gross charge-offs
—
—
—
—
—
—
—
—
Gross recoveries
—
—
—
—
—
—
—
—
Residential first lien
47,504
147,678
369,890
475,231
296,971
331,368
1,905
1,670,547
Pass
47,504
145,898
369,111
473,418
296,170
327,934
1,833
1,661,868
OAEM
—
—
—
255
345
625
72
1,297
Substandard
—
1,780
779
1,558
456
2,809
—
7,382
Gross charge-offs
—
(
108
)
(
1
)
(
20
)
(
1
)
(
61
)
—
(
191
)
Gross recoveries
—
—
—
—
—
168
—
168
Residential junior lien/home equity
21,770
53,985
58,662
37,644
1,163
5,406
492,526
671,156
Pass
21,770
53,974
58,587
37,644
1,163
5,207
488,358
666,703
Substandard
—
11
75
—
—
199
4,168
4,453
Gross charge-offs
—
—
(
1
)
—
—
—
(
291
)
(
292
)
Gross recoveries
—
—
—
—
—
32
170
202
Multifamily
25,006
6,978
235,374
141,970
79,271
108,059
487
597,145
Pass
25,006
6,978
222,965
136,872
78,844
107,573
487
578,725
OAEM
—
—
12,409
5,098
427
412
—
18,346
Substandard
—
—
—
—
—
74
—
74
Gross charge-offs
—
—
—
—
—
—
—
—
Gross recoveries
—
—
—
—
—
—
—
—
Non-owner occupied
120,201
206,496
435,072
182,234
147,034
702,907
11,006
1,804,950
Pass
120,201
203,543
424,778
181,993
136,219
676,580
10,941
1,754,255
OAEM
—
—
10,294
241
1,641
9,693
—
21,869
Substandard
—
2,953
—
—
9,174
16,634
65
28,826
Gross charge-offs
—
—
(
50
)
—
(
3,761
)
(
3,327
)
—
(
7,138
)
Gross recoveries
—
—
—
—
—
59
—
59
Owner occupied
64,019
112,272
152,714
145,807
58,919
176,674
12,204
722,609
Pass
62,968
110,539
139,937
139,644
57,309
161,208
10,320
681,925
OAEM
—
876
7,002
6,129
198
4,260
1,830
20,295
Substandard
1,051
857
5,775
34
1,412
11,206
54
20,389
Gross charge-offs
—
—
(
141
)
(
136
)
(
1,050
)
(
163
)
(
50
)
(
1,540
)
Gross recoveries
—
—
—
28
—
49
41
118
Automobile and recreational vehicles
403,819
316,774
321,803
152,084
71,682
14,483
—
1,280,645
Pass
403,803
316,734
321,776
152,052
71,674
14,459
—
1,280,498
Substandard
16
40
27
32
8
24
—
147
Gross charge-offs
(
310
)
(
1,826
)
(
3,223
)
(
1,275
)
(
525
)
(
452
)
—
(
7,611
)
Gross recoveries
36
415
844
468
296
351
—
2,410
Consumer credit cards
—
—
—
—
—
—
9,865
9,865
Pass
—
—
—
—
—
—
9,865
9,865
Gross charge-offs
—
—
—
—
—
—
(
428
)
(
428
)
Gross recoveries
—
—
—
—
—
—
96
96
30
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2024
Term Loans
Revolving Loans
2024
2023
2022
2021
2020
Prior
Total
(dollars in thousands)
Consumer other
7,878
4,351
2,530
10,325
642
2,291
37,447
65,464
Pass
7,878
4,351
2,530
10,323
642
2,291
37,346
65,361
Substandard
—
—
—
2
—
—
101
103
Gross charge-offs
(
17
)
(
109
)
(
93
)
(
102
)
(
20
)
(
35
)
(
1,248
)
(
1,624
)
Gross recoveries
—
—
14
21
16
111
214
376
Total loans and leases
$
1,156,894
$
1,302,825
$
1,861,681
$
1,306,539
$
728,525
$
1,468,346
$
1,158,944
$
8,983,754
Total charge-offs
$
(
386
)
$
(
3,044
)
$
(
5,119
)
$
(
2,308
)
$
(
6,015
)
$
(
8,418
)
$
(
10,138
)
$
(
35,428
)
Total recoveries
$
36
$
513
$
935
$
517
$
520
$
983
$
744
$
4,248
Portfolio Risks
The credit quality of our loan portfolio can potentially represent significant risk to our earnings, capital and liquidity. First Commonwealth devotes substantial resources to managing this risk primarily through our credit administration department that develops and administers policies and procedures for underwriting, maintaining, monitoring and collecting loans. Credit administration is independent of lending departments and oversight is provided by the Risk Committee of the First Commonwealth Board of Directors.
Total net charge-offs for the nine months ended September 30, 2025 and 2024 were $
18.1
million and $
17.5
million, respectively.
Age Analysis of Past Due Loans by Segment
The following tables delineate the aging analysis of the recorded investments in past due loans as of September 30, 2025 and December 31, 2024. Also included in these tables are loans that are 90 days or more past due and still accruing because they are well-secured and in the process of collection.
31
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
September 30, 2025
30 - 59 days past due
60 - 89 days past due
90 days or greater and still accruing
Nonaccrual
Total past due and nonaccrual
Current
Total
(dollars in thousands)
Commercial, financial, agricultural and other
$
8,589
$
3,135
$
360
$
44,738
$
56,822
$
1,952,203
$
2,009,025
Time and demand
7,197
2,238
360
43,890
53,685
1,198,295
1,251,980
Commercial credit cards
33
—
—
—
33
11,676
11,709
Equipment finance
1,359
897
—
848
3,104
631,294
634,398
Time and demand other
—
—
—
—
—
110,938
110,938
Real estate construction
6,595
—
—
1,511
8,106
437,336
445,442
Construction other
6,595
—
—
1,511
8,106
395,442
403,548
Construction residential
—
—
—
—
—
41,894
41,894
Residential real estate
6,315
2,391
896
12,355
21,957
2,360,768
2,382,725
Residential first lien
5,148
1,932
421
7,864
15,365
1,649,526
1,664,891
Residential junior lien/home equity
1,167
459
475
4,491
6,592
711,242
717,834
Commercial real estate
5,783
326
648
28,924
35,681
3,373,120
3,408,801
Multifamily
—
—
—
19
19
656,163
656,182
Non-owner occupied
3,063
326
—
12,664
16,053
1,928,937
1,944,990
Owner occupied
2,720
—
648
16,241
19,609
788,020
807,629
Loans to individuals
4,787
871
213
19
5,890
1,436,405
1,442,295
Automobile and recreational vehicles
4,385
742
41
17
5,185
1,365,366
1,370,551
Consumer credit cards
45
45
—
—
90
9,269
9,359
Consumer other
357
84
172
2
615
61,770
62,385
Total loans and leases
$
32,069
$
6,723
$
2,117
$
87,547
$
128,456
$
9,559,832
$
9,688,288
32
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2024
30 - 59 days past due
60 - 89 days past due
90 days or greater and still accruing
Nonaccrual
Total past due and nonaccrual
Current
Total
(dollars in thousands)
Commercial, financial, agricultural and other
$
2,379
$
1,544
$
26
$
14,987
$
18,936
$
1,659,053
$
1,677,989
Time and demand
649
1,126
26
14,181
15,982
1,117,613
1,133,595
Commercial credit cards
61
26
—
—
87
11,631
11,718
Equipment finance
1,659
392
—
806
2,857
424,463
427,320
Time and demand other
10
—
—
—
10
105,346
105,356
Real estate construction
—
—
—
2,529
2,529
480,855
483,384
Construction other
—
—
—
2,529
2,529
472,838
475,367
Construction residential
—
—
—
—
—
8,017
8,017
Residential real estate
5,677
1,659
1,588
11,587
20,511
2,321,192
2,341,703
Residential first lien
3,904
1,184
1,134
7,134
13,356
1,657,191
1,670,547
Residential junior lien/home equity
1,773
475
454
4,453
7,155
664,001
671,156
Commercial real estate
1,597
1,099
—
32,103
34,799
3,089,905
3,124,704
Multifamily
212
—
—
20
232
596,913
597,145
Non-owner occupied
72
742
—
24,550
25,364
1,779,586
1,804,950
Owner occupied
1,313
357
—
7,533
9,203
713,406
722,609
Loans to individuals
5,020
1,143
450
250
6,863
1,349,111
1,355,974
Automobile and recreational vehicles
4,667
930
149
147
5,893
1,274,752
1,280,645
Consumer credit cards
24
28
—
—
52
9,813
9,865
Consumer other
329
185
301
103
918
64,546
65,464
Total loans and leases
$
14,673
$
5,445
$
2,064
$
61,456
$
83,638
$
8,900,116
$
8,983,754
Nonaccrual Loans
The previous tables summarize nonaccrual loans by loan segment. The Company generally places loans on nonaccrual status when the full and timely collection of interest or principal becomes uncertain, when part of the principal balance has been charged off and no restructuring has occurred, or the loans reach a certain number of days past due. Generally, loans
90
days or more past due are placed on nonaccrual status, except for most consumer loans, which are placed on nonaccrual status at
150
days past due. Consumer loans related to automobile and recreational vehicles are either charged off or repossessed at no later than 90 days past due unless the borrower is in the process of collection through bankruptcy proceedings.
When a loan is placed on nonaccrual, the accrued unpaid interest receivable is reversed against interest income and all future payments received are applied as a reduction to the loan principal. Generally, the loan is returned to accrual status when (a) all delinquent interest and principal becomes current under the terms of the loan agreement or (b) the loan is both well-secured and in the process of collection and collectability is no longer in doubt.
Nonaccrual loans in the above tables include loans with government guarantees of $
24.4
million at September 30, 2025 and $
8.1
million at December 31, 2024.
Nonperforming Loans
Management considers loans to be nonperforming when, based on current information and events, it is determined that the Company will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. When management identifies a loan as nonperforming, the credit loss is measured based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the sole source for repayment of the loan is the operation or liquidation of collateral. When the loan is collateral dependent, the appraised value less estimated cost to sell is
33
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
utilized. If management determines that the value of the loan is less than the recorded investment in the loan, a credit loss is recognized through an allowance estimate or a charge-off to the allowance for credit losses.
When the ultimate collectability of the total principal of a nonperforming loan is in doubt and the loan is on nonaccrual status, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the total principal of a nonperforming loan is not in doubt and the loan is on nonaccrual status, contractual interest is credited to interest income when received under the cash basis method.
At September 30, 2025, there was $
1.1
million in nonperforming loans held for sale. At December 31, 2024, there were
no
nonperforming loans held for sale. During both the nine months ended September 30, 2025 and 2024, there were
no
gains recognized on the sale of nonperforming loans.
The following tables include the recorded investment and unpaid principal balance for nonperforming loans with the associated allowance amount, if applicable, as of September 30, 2025 and December 31, 2024. Also presented are the average recorded investment in nonperforming loans and the related amount of interest recognized while the loan was considered nonperforming. Average balances are calculated using month-end balances of the loans for the period reported and are included in the table below based on their period-end allowance position.
34
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
September 30, 2025
December 31, 2024
Recorded
investment
Unpaid
principal
balance
Related specific
allowance
Recorded
investment
Unpaid
principal
balance
Related specific
allowance
(dollars in thousands)
With no related specific allowance recorded:
Commercial, financial, agricultural and other
$
8,707
$
17,266
$
5,619
$
21,745
Time and demand
7,859
16,418
4,813
20,939
Equipment finance
848
848
806
806
Time and demand other
—
—
—
—
Real estate construction
1,511
1,511
2,529
2,581
Construction other
1,511
1,511
2,529
2,581
Construction residential
—
—
—
—
Residential real estate
9,525
11,122
8,875
10,524
Residential first lien
6,626
7,565
6,020
6,993
Residential junior lien/home equity
2,899
3,557
2,855
3,531
Commercial real estate
18,699
25,398
18,346
24,047
Multifamily
19
21
20
21
Non-owner occupied
10,008
15,171
16,948
22,372
Owner occupied
8,672
10,206
1,378
1,654
Loans to individuals
19
44
250
2,237
Automobile and recreational vehicles
17
28
147
2,080
Consumer other
2
16
103
157
Subtotal
38,461
55,341
35,619
61,134
With a specific allowance recorded:
Commercial, financial, agricultural and other
36,031
44,988
$
10,290
9,368
10,459
$
4,724
Time and demand
36,031
44,988
10,290
9,368
10,459
4,724
Equipment finance
—
—
—
—
—
—
Time and demand other
—
—
—
—
—
—
Real estate construction
—
—
—
—
—
—
Construction other
—
—
—
—
—
—
Construction residential
—
—
—
—
—
—
Residential real estate
2,830
3,017
375
2,712
2,885
369
Residential first lien
1,238
1,252
150
1,114
1,113
47
Residential junior lien/home equity
1,592
1,765
225
1,598
1,772
322
Commercial real estate
10,225
10,329
708
13,757
15,058
2,872
Multifamily
—
—
—
—
—
—
Non-owner occupied
2,656
2,656
195
7,602
8,686
2,093
Owner occupied
7,569
7,673
513
6,155
6,372
779
Loans to individuals
—
—
—
—
—
—
Automobile and recreational vehicles
—
—
—
—
—
—
Consumer other
—
—
—
—
—
—
Subtotal
49,086
58,334
11,373
25,837
28,402
7,965
Total
$
87,547
$
113,675
$
11,373
$
61,456
$
89,536
$
7,965
35
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Nine Months Ended September 30,
2025
2024
Average
recorded
investment
Interest
income
recognized
Average
recorded
investment
Interest
income
recognized
(dollars in thousands)
With no related specific allowance recorded:
Commercial, financial, agricultural and other
$
9,795
$
89
$
5,720
$
10
Time and demand
8,896
89
4,673
10
Equipment finance
899
—
1,047
—
Time and demand other
—
—
—
—
Real estate construction
2,156
106
4,424
—
Construction other
1,801
106
4,424
—
Construction residential
355
—
—
—
Residential real estate
9,619
88
8,223
117
Residential first lien
6,763
75
4,946
114
Residential junior lien/home equity
2,856
13
3,277
3
Commercial real estate
21,696
252
8,951
62
Multifamily
331
—
38
—
Non-owner occupied
13,947
188
6,177
20
Owner occupied
7,418
64
2,736
42
Loans to individuals
183
2
136
5
Automobile and recreational vehicles
156
2
134
5
Consumer other
27
—
2
—
Subtotal
43,449
537
27,454
194
With a specific allowance recorded:
Commercial, financial, agricultural and other
24,223
2
5,128
37
Time and demand
24,223
2
5,083
37
Equipment finance
—
—
45
—
Time and demand other
—
—
—
—
Real estate construction
—
—
—
—
Construction other
—
—
—
—
Construction residential
—
—
—
—
Residential real estate
2,777
—
1,283
—
Residential first lien
1,181
—
33
—
Residential junior lien/home equity
1,596
—
1,250
—
Commercial real estate
6,639
—
15,034
233
Multifamily
—
—
—
—
Non-owner occupied
2,656
—
12,979
—
Owner occupied
3,983
—
2,055
233
Loans to individuals
—
—
—
—
Automobile and recreational vehicles
—
—
—
—
Consumer other
—
—
—
—
Subtotal
33,639
2
21,445
270
Total
$
77,088
$
539
$
48,899
$
464
36
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Three Months Ended September 30,
2025
2024
Average
recorded
investment
Interest
income
recognized
Average
recorded
investment
Interest
Income
Recognized
(dollars in thousands)
With no related specific allowance recorded:
Commercial, financial, agricultural and other
$
9,452
$
10
$
5,252
$
10
Time and demand
8,450
10
3,770
10
Equipment finance
1,002
—
1,482
—
Time and demand other
—
—
—
—
Real estate construction
2,570
—
5,834
—
Construction other
1,861
—
5,834
—
Construction residential
709
—
—
—
Residential real estate
9,574
46
8,781
4
Residential first lien
6,687
46
5,420
4
Residential junior lien/home equity
2,887
—
3,361
—
Commercial real estate
21,510
24
10,089
17
Multifamily
640
—
14
—
Non-owner occupied
13,122
4
7,593
17
Owner occupied
7,748
20
2,482
—
Loans to individuals
25
1
121
2
Automobile and recreational vehicles
23
1
119
2
Consumer other
2
—
2
—
Subtotal
43,131
81
30,077
33
With a specific allowance recorded:
Commercial, financial, agricultural and other
37,510
2
7,816
28
Time and demand
37,510
2
7,679
28
Equipment finance
—
—
137
—
Time and demand other
—
—
—
—
Real estate construction
—
—
—
—
Construction other
—
—
—
—
Construction residential
—
—
—
—
Residential real estate
2,840
—
1,351
—
Residential first lien
1,249
—
98
—
Residential junior lien/home equity
1,591
—
1,253
—
Commercial real estate
8,270
—
24,633
233
Multifamily
—
—
—
—
Non-owner occupied
2,656
—
20,406
—
Owner occupied
5,614
—
4,227
233
Loans to individuals
—
—
—
—
Automobile and recreational vehicles
—
—
—
—
Consumer other
—
—
—
—
Subtotal
48,620
2
33,800
261
Total
$
91,751
$
83
$
63,877
$
294
Unfunded commitments related to nonperforming loans were $
7.5
million and $
0.3
million at September 30, 2025 and December 31, 2024, respectively. After consideration of the requirements to draw and available collateral related to these
37
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
commitments, it was determined that
no
reserve was required for these commitments at September 30, 2025 and December 31, 2024.
Loan Modifications Made to Borrowers Experiencing Financial Difficulty
In accordance with ASU 2022-02, Financial Instruments Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"), modifications to borrowers experiencing financial difficulty may include interest rate reductions, principal forgiveness, other-than-insignificant payment delay, term extensions or any combination thereof. When calculating the allowance for credit losses, these modifications are included in their respective loan segment and an allowance is determined by a loss given default and probability of default methodology.
The following tables present the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty:
For the Nine Months Ended September 30, 2025
Rate Reduction
Term Extension
Payment Deferral
Term Extension and Payment Deferral
Rate Reduction, Term Extension and Payment Deferral
Rate Reduction and Payment Deferral
Total
Percentage of Total Loans and Leases
(dollars in thousands)
Commercial, financial, agricultural and other
$
—
$
—
$
16,015
$
309
$
—
$
—
$
16,324
0.81
%
Time and demand
—
—
16,015
—
—
—
16,015
1.28
Equipment finance
—
—
—
309
—
—
309
0.05
Residential real estate
—
—
25
1,059
—
—
1,084
0.05
Residential first lien
—
—
—
1,038
—
—
1,038
0.06
Residential junior lien/home equity
—
—
25
21
—
—
46
0.01
Commercial real estate
—
6,207
—
—
3,201
—
9,408
0.28
Non-owner occupied
—
6,207
—
—
3,201
—
9,408
0.48
Total
$
—
$
6,207
$
16,040
$
1,368
$
3,201
$
—
$
26,816
0.28
%
For the Nine Months Ended September 30, 2024
Rate Reduction
Term Extension
Payment Deferral
Term Extension and Payment Deferral
Rate Reduction, Term Extension and Payment Deferral
Rate Reduction and Payment Deferral
Total
Percentage of Total Loans and Leases
(dollars in thousands)
Commercial, financial, agricultural and other
$
254
$
5,995
$
—
$
898
$
—
$
100
$
7,247
0.44
%
Time and demand
254
5,995
—
834
—
—
7,083
0.62
Equipment finance
—
—
—
64
—
100
164
0.04
Residential real estate
—
160
—
509
—
—
669
0.03
Residential first lien
—
160
—
482
—
—
642
0.04
Residential junior lien/home equity
—
—
—
27
—
—
27
—
Commercial real estate
—
—
9,674
—
—
—
9,674
0.32
Owner occupied
—
—
9,674
—
—
—
9,674
1.33
Loans to individuals
—
11
—
9
12
—
32
—
Automobile and recreational vehicles
—
11
—
9
12
—
32
—
Total
$
254
$
6,166
$
9,674
$
1,416
$
12
$
100
$
17,622
0.20
%
38
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Three Months Ended September 30, 2025
Rate Reduction
Term Extension
Payment Deferral
Term Extension and Payment Deferral
Total
Percentage of Total Loans and Leases
(dollars in thousands)
Residential real estate
$
—
$
—
$
—
$
345
$
345
0.01
%
Residential first lien
—
—
—
345
345
0.02
Commercial real estate
—
6,207
—
—
6,207
0.18
Non-owner occupied
—
6,207
—
—
6,207
0.32
Total
$
—
$
6,207
$
—
$
345
$
6,552
0.07
%
For the Three Months Ended September 30, 2024
Rate Reduction
Term Extension
Payment Deferral
Term Extension and Payment Deferral
Total
Percentage of Total Loans and Leases
(dollars in thousands)
Commercial, financial, agricultural and other
$
75
$
4,885
$
—
$
834
$
5,794
0.36
%
Time and demand
75
4,885
—
834
5,794
0.51
Residential real estate
—
72
—
124
196
0.01
Residential first lien
—
72
—
124
196
0.01
Total loans and leases
$
75
$
4,957
$
—
$
958
$
5,990
0.07
%
The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty:
For the Nine Months Ended September 30, 2025
Rate Reduction
Term Extension (Years)
Principal Forgiveness
Payment Deferral (Years)
(dollars in thousands)
Commercial, financial, agricultural and other
—
%
1.7
$
—
0.5
Time and demand
—
0.0
—
0.5
Equipment finance
—
1.7
—
1.0
Residential real estate
—
2.5
—
1.1
Residential first lien
—
2.5
—
1.1
Residential junior lien/home equity
—
2.1
—
0.5
Commercial real estate
4.00
0.8
—
0.1
Non-owner occupied
4.00
0.8
—
0.1
Total
4.00
%
1.0
$
—
0.5
39
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Nine Months Ended September 30, 2024
Rate Reduction
Term Extension (Years)
Principal Forgiveness
Payment Deferral (Years)
(dollars in thousands)
Commercial, financial, agricultural and other
1.99
%
1.5
$
—
0.9
Time and demand
1.87
1.5
—
1.0
Equipment finance
2.30
0.5
—
0.4
Residential real estate
—
3.8
—
0.7
Residential first lien
—
3.5
—
0.7
Residential junior lien/home equity
—
10.3
—
0.3
Commercial real estate
—
0.5
—
0.9
Owner occupied
—
0.5
—
0.9
Loans to individuals
2.39
2.6
—
0.4
Automobile and recreational vehicles
2.39
2.6
—
0.4
Total
2.01
%
1.7
$
—
0.9
For the Three Months Ended September 30, 2025
Rate Reduction
Term Extension (Years)
Principal Forgiveness
Payment Deferral (Years)
(dollars in thousands)
Residential real estate
—
%
1.5
—
0.7
Residential first lien
—
1.5
—
0.7
Commercial real estate
—
1.0
—
0.0
Non-owner occupied
—
1.0
—
0.0
Total
—
%
1.0
$
—
0.7
For the Three Months Ended September 30, 2024
Rate Reduction
Term Extension (Years)
Principal Forgiveness
Payment Deferral (Years)
(dollars in thousands)
Commercial, financial, agricultural and other
2.75
%
1.4
$
—
1.0
Time and demand
2.75
1.4
—
1.0
Residential real estate
—
2.9
—
0.7
Residential first lien
—
2.9
—
0.7
Total
2.75
%
1.5
$
—
1.0
40
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A modification is considered to be in default when the loan is
90
days or more past due.
The following table shows modifications considered to be in default.
September 30, 2025
December 31, 2024
Number of Contracts
Balance
Number of Contracts
Balance
(dollars in thousands)
Commercial, financial, agricultural and other
2
$
16,196
—
$
—
Time and demand
1
16,015
—
—
Equipment finance
1
181
—
—
Residential real estate
1
290
2
179
Residential first lien
1
290
2
179
Total loans and leases
3
$
16,486
2
$
179
The following table shows the payment status of loans that have been modified in the last twelve months prior to the date
presented:
September 30, 2025
Current
30 - 59 days past due
60 - 89 days past due
90 days or greater
Total
(dollars in thousands)
Commercial, financial, agricultural and other
$
128
$
—
$
—
$
16,196
$
16,324
Time and demand
—
—
—
16,015
16,015
Equipment finance
128
—
—
181
309
Real estate construction
176
—
—
—
176
Construction other
176
—
—
—
176
Residential real estate
1,034
286
—
290
1,610
Residential first lien
852
286
—
290
1,428
Residential junior lien/home equity
182
—
—
—
182
Commercial real estate
9,408
—
—
—
9,408
Non-owner occupied
9,408
—
—
—
9,408
Total loans and leases
$
10,746
$
286
$
—
$
16,486
$
27,518
41
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2024
Current
30 - 59 days past due
60 - 89 days past due
90 days or greater
Total
(dollars in thousands)
Commercial, financial, agricultural and other
$
3,871
$
—
$
—
$
—
$
3,871
Time and demand
3,871
—
—
—
3,871
Real estate construction
180
—
—
—
180
Construction other
180
—
—
—
180
Residential real estate
1,455
88
99
179
1,821
Residential first lien
1,258
88
99
179
1,624
Residential junior lien/home equity
197
—
—
—
197
Commercial real estate
9,796
—
—
—
9,796
Non-owner occupied
123
—
—
—
123
Owner occupied
9,673
—
—
—
9,673
Loans to individuals
30
—
—
—
30
Automobile and recreational vehicles
30
—
—
—
30
Total loans and leases
$
15,332
$
88
$
99
$
179
$
15,698
The following tables provide detail related to the allowance for credit losses:
For the Nine Months Ended September 30, 2025
Beginning balance
Day 1 Allowance for credit loss on PCD acquired loans
Charge-offs
Recoveries
Provision (credit)
a
Ending balance
(dollars in thousands)
Commercial, financial, agricultural and other
$
29,131
$
1,616
$
(
12,840
)
$
4,858
$
17,532
$
40,297
Time and demand
19,433
1,616
(
9,871
)
4,102
10,491
25,771
Commercial credit cards
182
—
(
183
)
25
249
273
Equipment finance
7,844
—
(
1,635
)
550
5,991
12,750
Time and demand other
1,672
—
(
1,151
)
181
801
1,503
Real estate construction
6,030
810
(
829
)
—
1,885
7,896
Construction other
5,916
182
(
267
)
—
1,457
7,288
Construction residential
114
628
(
562
)
—
428
608
Residential real estate
22,396
45
(
351
)
202
(
856
)
21,436
Residential first lien
15,758
38
(
221
)
55
(
823
)
14,807
Residential junior lien/home equity
6,638
7
(
130
)
147
(
33
)
6,629
Commercial real estate
40,232
1,087
(
5,137
)
205
5,872
42,259
Multifamily
5,431
120
(
461
)
—
1,099
6,189
Non-owner occupied
23,332
943
(
3,463
)
142
4,610
25,564
Owner occupied
11,469
24
(
1,213
)
63
163
10,506
Loans to individuals
21,117
2
(
6,856
)
2,645
809
17,717
Automobile and recreational vehicles
18,693
1
(
5,293
)
2,296
(
988
)
14,709
Consumer credit cards
341
—
(
253
)
65
321
474
Consumer other
2,083
1
(
1,310
)
284
1,476
2,534
Total loans and leases
$
118,906
$
3,560
$
(
26,013
)
$
7,910
$
25,242
$
129,605
a) The provision expense (credit) shown here includes the day 1 provision on non-PCD loans acquired from Center and excludes the provision for off-balance sheet credit exposure included in the income statement.
42
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Nine Months Ended September 30, 2024
Beginning balance
Charge-offs
Recoveries
Provision (credit)
a
Ending balance
(dollars in thousands)
Commercial, financial, agricultural and other
$
27,996
$
(
11,230
)
$
633
$
13,304
$
30,703
Time and demand
22,819
(
8,161
)
405
7,483
22,546
Commercial credit cards
278
(
183
)
5
137
237
Equipment finance
3,399
(
1,235
)
72
4,294
6,530
Time and demand other
1,500
(
1,651
)
151
1,390
1,390
Real estate construction
7,418
(
35
)
6
(
1,209
)
6,180
Construction other
6,448
(
35
)
6
(
527
)
5,892
Construction residential
970
—
—
(
682
)
288
Residential real estate
23,901
(
361
)
221
(
1,122
)
22,639
Residential first lien
16,975
(
137
)
150
(
985
)
16,003
Residential junior lien/home equity
6,926
(
224
)
71
(
137
)
6,636
Commercial real estate
37,071
(
2,047
)
166
9,492
44,682
Multifamily
5,233
—
—
(
178
)
5,055
Non-owner occupied
19,995
(
507
)
53
8,405
27,946
Owner occupied
11,843
(
1,540
)
113
1,265
11,681
Loans to individuals
21,332
(
7,148
)
2,306
5,418
21,908
Automobile and recreational vehicles
19,142
(
5,552
)
1,937
4,065
19,592
Consumer credit cards
372
(
348
)
78
238
340
Consumer other
1,818
(
1,248
)
291
1,115
1,976
Total loans and leases
$
117,718
$
(
20,821
)
$
3,332
$
25,883
$
126,112
a) The provision expense (credit) shown here excludes the provision for off-balance sheet credit exposure included in the income statement.
43
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Three Months Ended September 30, 2025
Beginning balance
Day 1 Allowance for credit loss on PCD acquired loans
Charge-offs
Recoveries
Provision (credit)
a
Ending balance
(dollars in thousands)
Commercial, financial, agricultural and other
$
38,552
$
—
$
(
7,418
)
$
491
$
8,672
$
40,297
Time and demand
26,467
—
(
6,532
)
300
5,536
25,771
Commercial credit cards
213
—
(
59
)
3
116
273
Equipment finance
9,387
—
(
509
)
128
3,744
12,750
Time and demand other
2,485
—
(
318
)
60
(
724
)
1,503
Real estate construction
7,536
(
294
)
(
829
)
—
1,483
7,896
Construction other
6,518
(
188
)
(
267
)
—
1,225
7,288
Construction residential
1,018
(
106
)
(
562
)
—
258
608
Residential real estate
23,768
(
262
)
(
125
)
19
(
1,964
)
21,436
Residential first lien
16,672
(
262
)
(
113
)
13
(
1,503
)
14,807
Residential junior lien/home equity
7,096
—
(
12
)
6
(
461
)
6,629
Commercial real estate
40,846
—
(
3,049
)
38
4,424
42,259
Multifamily
5,439
—
(
461
)
—
1,211
6,189
Non-owner occupied
22,906
—
(
2,588
)
27
5,219
25,564
Owner occupied
12,501
—
—
11
(
2,006
)
10,506
Loans to individuals
22,264
—
(
2,156
)
782
(
3,173
)
17,717
Automobile and recreational vehicles
20,183
—
(
1,743
)
668
(
4,399
)
14,709
Consumer credit cards
338
—
(
84
)
17
203
474
Consumer other
1,743
—
(
329
)
97
1,023
2,534
Total loans and leases
$
132,966
$
(
556
)
$
(
13,577
)
$
1,330
$
9,442
$
129,605
a) The provision expense (credit) shown here excludes the provision for off-balance sheet credit exposure included in the income statement.
44
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Three Months Ended September 30, 2024
Beginning balance
Charge-offs
Recoveries
Provision (credit)
a
Ending balance
(dollars in thousands)
Commercial, financial, agricultural and other
$
30,608
$
(
5,980
)
$
110
$
5,965
$
30,703
Time and demand
23,589
(
4,784
)
11
3,730
22,546
Commercial credit cards
244
(
81
)
5
69
237
Equipment finance
5,292
(
521
)
36
1,723
6,530
Time and demand other
1,483
(
594
)
58
443
1,390
Real estate construction
6,389
—
—
(
209
)
6,180
Construction other
6,017
—
—
(
125
)
5,892
Construction residential
372
—
—
(
84
)
288
Residential real estate
22,173
(
106
)
51
521
22,639
Residential first lien
15,745
(
28
)
37
249
16,003
Residential junior lien/home equity
6,428
(
78
)
14
272
6,636
Commercial real estate
42,544
(
1,423
)
42
3,519
44,682
Multifamily
5,206
—
—
(
151
)
5,055
Non-owner occupied
25,036
(
37
)
5
2,942
27,946
Owner occupied
12,302
(
1,386
)
37
728
11,681
Loans to individuals
21,940
(
2,280
)
801
1,447
21,908
Automobile and recreational vehicles
19,676
(
1,827
)
676
1,067
19,592
Consumer credit cards
346
(
120
)
33
81
340
Consumer other
1,918
(
333
)
92
299
1,976
Total loans and leases
$
123,654
$
(
9,789
)
$
1,004
$
11,243
$
126,112
a) The provision expense (credit) shown here excludes the provision for off-balance sheet credit exposure included in the income statement.
Note 9
Leases
First Commonwealth has elected to apply certain practical expedients provided under ASU 2016-02 "Leases" (Topic 842) including (i) to not apply the requirements in the new standard to short-term leases; (ii) to not reassess the lease classification for any expired or existing lease; (iii) to account for lease and non-lease components separately; and (iv) to not reassess initial direct costs for any existing leases. The impact of this standard primarily relates to operating leases of certain real estate properties, including certain branch and ATM locations and office space. First Commonwealth has no material leasing arrangements for which it is the lessor of property or equipment.
45
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table represents the unaudited Consolidated Statements of Condition classification of the Company’s right of use ("ROU") assets and lease liabilities, lease costs and other lease information.
September 30, 2025
December 31, 2024
Balance sheet:
Operating lease asset classified as premises and equipment
$
39,120
$
40,171
Operating lease liability classified as other liabilities
43,590
44,654
For the Three Months Ended
For the Nine Months Ended
September 30, 2025
September 30, 2024
September 30, 2025
September 30, 2024
Income statement:
Operating lease cost classified as occupancy and equipment expense
$
1,467
$
1,406
$
4,265
$
4,333
Weighted average lease term, in years
12.44
13.12
Weighted average discount rate
3.88
%
3.72
%
Operating cash flows
$
4,276
$
4,327
The ROU assets and lease liabilities are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. First Commonwealth's lease agreements often include one or more options to renew at the Company's discretion. If we consider the renewal option to be reasonably certain, we include the extended term in the calculation of the ROU asset and lease liability.
First Commonwealth uses incremental borrowing rates when calculating the lease liability because the rate implicit in the lease is not readily determinable. The incremental borrowing rate used by First Commonwealth is an amortizing loan rate obtained from the Federal Home Loan Bank ("FHLB") of Pittsburgh. This rate is consistent with a collateralized borrowing rate and is available for terms similar to the lease payment schedules.
Future minimum payments for operating leases with initial or remaining terms of one year or more as of September 30, 2025 were as follows (dollars in thousands):
For the twelve months ended:
September 30, 2026
$
5,431
September 30, 2027
5,175
September 30, 2028
4,769
September 30, 2029
4,708
September 30, 2030
4,350
Thereafter
31,191
Total future minimum lease payments
55,624
Less remaining imputed interest
12,034
Operating lease liability
$
43,590
Note 10
Income Taxes
In accordance with FASB ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes,” at September 30, 2025 and December 31, 2024, First Commonwealth had
no
material unrecognized tax benefits or accrued interest and penalties. If applicable, First Commonwealth will record interest and penalties as a component of noninterest expense.
First Commonwealth is subject to routine audits of our tax returns by the Internal Revenue Service (“IRS”) as well as all states in which we conduct business. Generally, tax years prior to the year ended December 31, 2021 are no longer open to examination by federal and state taxing authorities.
46
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
O
n July 4, 2025, President Trump signed into law the legislation formally titled “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” and commonly referred to as the One Big Beautiful Bill (“the Act”). The Company is currently evaluating income tax implications of the Act and at this time does not expect the Act to have a material impact on the Company’s financial statements.
Note 11
Fair Values of Assets and Liabilities
FASB ASC Topic 820, “Fair Value Measurements and Disclosures” ("Topic 820"), requires disclosures for non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). All non-financial assets are included either as a separate line item on the unaudited Consolidated Statements of Financial Condition or in the “Other assets” category of the unaudited Consolidated Statements of Financial Condition. Currently, First Commonwealth does not have any non-financial liabilities to disclose.
FASB ASC Topic 825, “Financial Instruments” ("Topic 825"), permits entities to irrevocably elect to measure select financial instruments and certain other items at fair value. The unrealized gains and losses are required to be included in earnings each reporting period for the items that fair value measurement is elected. First Commonwealth has elected not to measure any existing financial instruments at fair value under Topic 825; however, in the future we may elect to adopt this guidance for select financial instruments.
In accordance with Topic 820, First Commonwealth groups financial assets and financial liabilities measured at fair value in three levels based on the principal markets in which the assets and liabilities are transacted and the observability of the data points used to determine fair value. These levels are:
•
Level 1 – Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange (“NYSE”). Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.
•
Level 2 – Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained for observable inputs for identical or comparable assets or liabilities from alternative pricing sources with reasonable levels of price transparency. Level 2 includes Obligations of U.S. Government securities issued by Agencies and Sponsored Enterprises, Obligations of States and Political Subdivisions, corporate securities, loans held for sale, interest rate derivatives (including interest rate caps, interest rate collars, interest rate swaps and risk participation agreements), certain other real estate owned and certain nonperforming loans.
Level 2 investment securities are valued by a recognized third party pricing service using observable inputs. The model used by the pricing service varies by asset class and incorporates available market, trade and bid information as well as cash flow information when applicable. Because many fixed-income investment securities do not trade on a daily basis, the model uses available information such as benchmark yield curves, benchmarking of like investment securities, sector groupings and matrix pricing. The model will also use processes such as an option-adjusted spread to assess the impact of interest rates and to develop prepayment estimates. Market inputs normally used in the pricing model include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications.
Management validates the market values provided by the third party service by having another source price 100% of the securities on a monthly basis, monthly monitoring of variances from prior period pricing and, on a monthly basis, evaluating pricing changes compared to expectations based on changes in the financial markets.
Loans held for sale include residential mortgage loans originated for sale in the secondary mortgage market. The estimated fair value for these loans was determined on the basis of rates obtained in the respective secondary market. Loans held for sale could also include the Small Business Administration guaranteed portion of small business loans. The estimated fair value of these loans is based on the contract with the third party investor. When loans held for sale include other commercial loans, fair value is determined using an executed trade or market bid obtained from potential buyers. The estimated fair value of nonaccrual commercial loans held for sale as of September 30, 2025 totaled $
1.1
million. There were
no
held for sale loans in a nonaccrual status as of December 31, 2024.
Interest rate derivatives are reported at an estimated fair value utilizing Level 2 inputs and are included in other assets and other liabilities, and consist of interest rate swaps where there is no significant deterioration in the counterparties' and/or loan customers' credit risk since origination of the interest rate swap, as well as interest rate caps, interest rate collars and risk participation agreements. First Commonwealth values its interest rate swap and cap positions using a yield curve by taking
47
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
market prices/rates for an appropriate set of instruments. The set of instruments used to determine the U.S. Dollar yield curve includes Secured Overnight Financing Rate ("SOFR") rates from overnight to one year, Eurodollar futures contracts and SOFR swap rates from one year to thirty years. These yield curves determine the valuations of interest rate swaps. Interest rate derivatives are further described in Note 12, “Derivatives.”
For purposes of potential valuation adjustments to our derivative positions, First Commonwealth evaluates the credit risk of its counterparties as well as our own credit risk. Accordingly, we have considered factors such as the likelihood of default, expected loss given default, net exposures and remaining contractual life, among other things, in determining if any estimated fair value adjustments related to credit risk are required. We review our counterparty exposure quarterly, and when necessary, appropriate adjustments are made to reflect the exposure.
We also utilize this approach to estimate our own credit risk on derivative liability positions. In 2025 and 2024, we have not realized any losses due to a counterparty's inability to pay any net uncollateralized position.
Interest rate derivatives also include interest rate forwards entered to hedge residential mortgage loans held for sale and the related interest-rate lock commitments. This includes forward commitments to sell mortgage loans. The fair value of these derivative financial instruments are based on derivative market data inputs as of the valuation date and the underlying value of mortgage loans for rate lock commitments.
•
Level 3 – Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker traded transactions. If the inputs used to provide the valuation are unobservable and/or there is very little, if any, market activity for the security or similar securities, the securities would be considered Level 3 securities. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. The assets included in Level 3 are certain nonperforming loans.
There are no Level 3 fair value measurements that require quantitative inputs and assumptions.
The tables below present the balances of assets and liabilities measured at fair value on a recurring basis:
September 30, 2025
Level 1
Level 2
Level 3
Total
(dollars in thousands)
Obligations of U.S. Government Agencies:
Mortgage-Backed Securities - Residential
$
—
$
2,595
$
—
$
2,595
Mortgage-Backed Securities - Commercial
—
674,907
—
674,907
Obligations of U.S. Government-Sponsored Enterprises:
Mortgage-Backed Securities - Residential
—
315,046
—
315,046
Other Government-Sponsored Enterprises
—
976
—
976
Obligations of States and Political Subdivisions
—
7,383
—
7,383
Corporate Securities
—
58,072
—
58,072
Total Securities Available for Sale
—
1,058,979
—
1,058,979
Loans Held for Sale
—
38,600
—
38,600
Other Assets
(a)
—
10,564
—
10,564
Total Assets
$
—
$
1,108,143
$
—
$
1,108,143
Other Liabilities
(a)
$
—
$
12,835
$
—
$
12,835
Total Liabilities
$
—
$
12,835
$
—
$
12,835
(a)
Hedging and non-hedging interest rate derivatives
48
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2024
Level 1
Level 2
Level 3
Total
(dollars in thousands)
Obligations of U.S. Government Agencies:
Mortgage-Backed Securities - Residential
$
—
$
2,898
$
—
$
2,898
Mortgage-Backed Securities - Commercial
—
724,175
—
724,175
Obligations of U.S. Government-Sponsored Enterprises:
Mortgage-Backed Securities - Residential
—
350,584
—
350,584
Other Government-Sponsored Enterprises
—
946
—
946
Obligations of States and Political Subdivisions
—
7,527
—
7,527
Corporate Securities
—
61,493
—
61,493
Total Securities Available for Sale
—
1,147,623
—
1,147,623
Loans Held for Sale
—
51,991
—
51,991
Other Assets
(a)
—
41,569
—
41,569
Total Assets
$
—
$
1,241,183
$
—
$
1,241,183
Other Liabilities
(a)
$
—
$
51,983
$
—
$
51,983
Total Liabilities
$
—
$
51,983
$
—
$
51,983
(a)
Hedging and non-hedging interest rate derivatives
During the nine months ended September 30, 2025 and 2024, there were
no
transfers between fair value Levels 1, 2 or 3.
There were
no
gains or losses included in earnings for the periods presented that are attributable to the change in realized gains (losses) relating to assets held at September 30, 2025 and 2024.
The tables below present the balances of assets measured at fair value on a nonrecurring basis at the dates shown below:
September 30, 2025
Level 1
Level 2
Level 3
Total
(dollars in thousands)
Nonperforming loans
$
—
$
52,755
$
23,419
$
76,174
Other real estate owned
—
919
—
919
Total Assets
$
—
$
53,674
$
23,419
$
77,093
December 31, 2024
Level 1
Level 2
Level 3
Total
(dollars in thousands)
Nonperforming loans
$
—
$
39,407
$
14,084
$
53,491
Other real estate owned
—
1,215
—
1,215
Total Assets
$
—
$
40,622
$
14,084
$
54,706
49
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following (losses) gains were realized on the assets measured on a nonrecurring basis:
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
2025
2024
2025
2024
(dollars in thousands)
Nonperforming loans
$
(
6,251
)
$
(
6,914
)
$
(
15,488
)
$
(
12,413
)
Other real estate owned
(
35
)
(
34
)
(
35
)
(
68
)
Total losses
$
(
6,286
)
$
(
6,948
)
$
(
15,523
)
$
(
12,481
)
Nonperforming loans over $
250
thousand are individually reviewed to determine the amount of each loan considered to be at risk of non-collection. The fair value for nonperforming loans that are collateral-based is determined by reviewing real property appraisals, equipment valuations, accounts receivable listings and other financial information. A discounted cash flow analysis is performed to determine fair value for nonperforming loans when an observable market price or a current appraisal is not available. For real estate secured loans, First Commonwealth’s loan policy requires updated appraisals be obtained at least every twelve months on all nonperforming loans with balances of $
250
thousand and over. For real estate secured loans with balances under $
250
thousand, we rely on broker price opinions. For non-real estate secured assets, the Company normally relies on third party valuations specific to the collateral type.
The fair value for other real estate owned that is determined by either an independent market-based appraisal less estimated costs to sell or an executed sales agreement is classified as Level 2. The fair value for other real estate owned that is determined using an internal valuation is classified as Level 3. Other real estate owned has a current carrying value of $
0.9
million as of September 30, 2025, and includes both commercial and residential real estate properties in Pennsylvania and Ohio. We review whether events and circumstances subsequent to a transfer to other real estate owned have occurred that indicate the balance of those assets may not be recoverable. If events and circumstances indicate further impairment, we will record a charge to the extent that the carrying value of the assets exceed their fair values, less estimated cost to sell, as determined by valuation techniques appropriate in the circumstances.
Certain other assets and liabilities, including goodwill, core deposit intangibles and customer list intangibles, are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances. Additional information related to goodwill is provided in Note 13, “Goodwill.” There were no other assets or liabilities measured at fair value on a nonrecurring basis during the nine months ended September 30, 2025.
FASB ASC Topic 825-10, “Transition Related to FSP FAS 107-1” and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or nonrecurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or nonrecurring basis are as discussed above. The methodologies for other financial assets and financial liabilities are discussed below.
Cash and due from banks and interest-bearing bank deposits
:
The carrying amounts for cash and due from banks and interest-bearing bank deposits approximate the estimated fair values of such assets.
Securities
:
Fair values for securities available for sale and held to maturity are based on quoted market prices, if available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. The carrying value of other investments, which includes FHLB stock and other equity investments, is considered a reasonable estimate of fair value.
Loans
:
The fair values of all loans are estimated by discounting the estimated future cash flows using interest rates currently offered for loans with similar terms to borrowers of similar credit quality adjusted for past due and nonperforming loans.
Loans held for sale
:
The estimated fair value of loans held for sale is based on market bids obtained from potential buyers.
Off-balance sheet instruments
:
Many of First Commonwealth’s off-balance sheet instruments, primarily loan commitments and standby letters of credit, are expected to expire without being drawn upon; therefore, the commitment amounts do not necessarily represent future cash requirements. FASB ASC Topic 460, “Guarantees” clarified that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The
50
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
carrying amount and estimated fair value for standby letters of credit was $
0.3
million at both September 30, 2025 and December 31, 2024. See Note 6, “Commitments and Contingent Liabilities,” for additional information.
Deposit liabilities
:
The estimated fair value of demand deposits, savings accounts and money market deposits is the amount payable on demand at the reporting date because of the customers’ ability to withdraw funds immediately. The fair value of fixed rate time deposits is estimated by discounting the future cash flows using interest rates currently being offered and a schedule of aggregated expected maturities.
Short-term borrowings
:
The fair values of borrowings from the FHLB were estimated based on the estimated incremental borrowing rate for similar type borrowings. The carrying amounts of other short-term borrowings, such as federal funds purchased and securities sold under agreement to repurchase, were used to approximate fair value due to the short-term nature of the borrowings.
Subordinated debt and long-term debt
:
The fair value is estimated by discounting the future cash flows using First Commonwealth’s estimate of the current market rate for similar types of borrowing arrangements.
51
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents carrying amounts and fair values of First Commonwealth’s financial instruments:
September 30, 2025
Fair Value Measurements Using:
Carrying
Amount
Total
Level 1
Level 2
Level 3
(dollars in thousands)
Financial assets
Cash and due from banks
$
117,241
$
117,241
$
117,241
$
—
$
—
Interest-bearing deposits
44,170
44,170
44,170
—
—
Securities available for sale
1,058,979
1,058,979
—
1,058,979
—
Securities held to maturity
479,915
428,162
—
428,162
—
Other investments
41,458
41,458
—
35,726
5,732
Loans held for sale
62,566
63,766
—
63,766
—
Loans and leases
9,688,288
9,813,044
—
52,755
9,760,289
Financial liabilities
Deposits
10,231,340
10,277,533
—
10,277,533
—
Short-term borrowings
149,557
149,551
—
149,551
—
Subordinated debt
128,425
119,692
—
—
119,692
Long-term debt
129,757
130,348
—
130,348
—
Capital lease obligation
3,875
3,875
—
3,875
—
December 31, 2024
Fair Value Measurements Using:
Carrying
Amount
Total
Level 1
Level 2
Level 3
(dollars in thousands)
Financial assets
Cash and due from banks
$
105,051
$
105,051
$
105,051
$
—
$
—
Interest-bearing deposits
28,358
28,358
28,358
—
—
Securities available for sale
1,147,623
1,147,623
—
1,147,623
—
Securities held to maturity
405,639
336,719
—
336,719
—
Other investments
30,954
30,954
—
25,222
5,732
Loans held for sale
51,991
52,219
—
52,219
—
Loans and leases
8,983,754
8,999,020
—
39,407
8,959,613
Financial liabilities
Deposits
9,678,019
9,672,358
—
9,672,358
—
Short-term borrowings
80,139
79,151
—
79,151
—
Subordinated debt
128,305
115,747
—
—
115,747
Long-term debt
130,353
129,880
—
129,880
—
Capital lease obligation
4,327
4,327
—
4,327
—
Note 12 Derivatives
Derivatives Not Designated as Hedging Instruments
First Commonwealth is a party to interest rate derivatives that are not designated as hedging instruments. These derivatives relate to interest rate swaps that First Commonwealth enters into with customers to allow customers to convert variable rate loans to a fixed rate. First Commonwealth pays interest to the customer at a floating rate on the notional amount and receives interest from the customer at a fixed rate for the same notional amount. At the same time the interest rate swap is entered into with the customer, an offsetting interest rate swap is entered into with another financial institution. First Commonwealth pays the other financial institution interest at the same fixed rate on the same notional amount as the swap entered into with the customer, and receives interest from the financial institution for the same floating rate on the same notional amount.
52
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The changes in the fair value of the swaps offset each other, except for the credit risk of the counterparties, which is determined by taking into consideration the risk rating, probability of default and loss given default for all counterparties.
We have
20
risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which we are a participant. The risk participation agreements provide credit protection to the financial institution should the borrower fail to perform on its interest rate derivative contract with the financial institution. We have
21
risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which we are the lead bank. The risk participation agreement provides credit protection to us should the borrower fail to perform on its interest rate derivative contract with us.
First Commonwealth is also party to interest rate caps and collars that are not designated as hedging instruments. The interest rate caps relate to contracts that First Commonwealth enters into with loan customers that provide a maximum interest rate on their variable rate loan. At the same time the interest rate cap is entered into with the customer, First Commonwealth enters into an offsetting interest rate cap with another financial institution. The notional amount and maximum interest rate on both interest cap contracts are identical. The interest rate collars relate to contracts that First Commonwealth enters into with loan customers that provide both a maximum and minimum interest rate on their variable rate loan. At the same time the interest rate collar is entered into with the customer, First Commonwealth enters into an offsetting interest rate collar with another financial institution. The notional amount and the maximum and minimum interest rates on both interest collar contracts are identical.
The fee received for such derivatives, less the estimate of the loss for the credit exposure, is recognized in earnings at the time of the transaction.
The Company also enters into interest rate lock commitments in conjunction with its mortgage origination business. These are commitments to originate loans whereby the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. The Company locks in the rate with an investor and commits to deliver the loan if settlement occurs (“best efforts”) or commits to deliver the locked loan in a binding (“mandatory”) delivery program with an investor. Loans under mandatory rate lock commitments are covered under forward sales contracts of mortgage-backed securities (“MBS”). Forward sales contracts of MBS are recorded at fair value with changes in fair value recorded in "Noninterest income" in the unaudited Consolidated Statements of Income. The impact to noninterest income for the three and nine months ended September 30, 2025 was a decrease of $6 thousand and an increase of $0.5 million, respectively.
Interest rate lock commitments and commitments to deliver loans to investors are considered derivatives. The market value of interest rate lock commitments and best efforts contracts are not readily ascertainable with precision because they are not actively traded in stand-alone markets. We determine the fair value of rate lock commitments and delivery contracts by measuring the fair value of the underlying asset, which is impacted by current interest rates and takes into consideration the probability that the rate lock commitments will close or will be funded. At September 30, 2025, the underlying funded mortgage loan commitments had a carrying value of $
10.2
million and a fair value of $
12.0
million, while the underlying unfunded mortgage loan commitments had a notional amount of $
60.0
million. At December 31, 2024, the underlying funded mortgage loan commitments had a carrying value of $
8.3
million and a fair value of $
9.6
million, while the underlying unfunded mortgage loan commitments had a notional amount of $
60.9
million. The interest rate lock commitments increased other noninterest income by $
0.4
million and decreased other noninterest income by $
0.4
million for the three and nine months ended September 30, 2025, respectively.
Derivatives Designated as Hedging Instruments
In August 2019, the Company entered into two interest rate swap contracts that are designated as cash flow hedges. One of the contracts, with a notional amount of $
30.0
million, matured on August 15, 2024 and the other contract, with a notional amount of $
40.0
million, matures on August 15, 2026. The Company's risk management objective for these hedges is to reduce its exposure to variability in expected future cash flows related to interest payments made on subordinated debentures. Initially, these swaps were benchmarked to the 3-month LIBOR rate; however, as a result of the discontinuance of the LIBOR rate on June 30, 2023, both of the swap contracts were amended to hedge exposure to the variability of the 3-month Daily Simple SOFR, compounded in arrears. This change is in agreement with amendments made to the interest rate on the subordinated debentures as a result of the discontinuance of LIBOR. Therefore, the interest rate swaps convert the interest rate benchmark on the first $
40.0
million of 3-month SOFR based subordinated debentures to a fixed rate.
During 2021, the Company entered into eight interest rate swap contracts that were designated as cash flow hedges, $75.0 million of which matured during 2024, $150.0 million which matured in May 2025 and $25 million which matured in August
53
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2025. The remaining interest rate swaps have a total notional amount of $
250.0
million: $
225.0
million with an original maturity of four years and $
25.0
million with an original maturity of five years. The Company's risk management objective for these hedges is to reduce its exposure to variability in expected future cash flows related to interest payments on commercial loans. Initially these swaps were benchmarked to the 1-month LIBOR rate; however, as a result of the discontinuance of the LIBOR rate on June 30, 2023, these swaps were amended to hedge exposure to the variability of the 1-month Daily Simple SOFR rate compounded in arrears. Therefore, the interest rate swaps convert the interest payments on the first $
250.0 million
of 1-month Daily Simple SOFR based commercial loans into fixed rate payments. The following table provides the notional amount of interest rate swap contracts and their maturity date.
Notional Amount
Maturity Date
(dollars in thousands)
$
25,000
10/10/25
50,000
11/05/25
150,000
05/01/26
25,000
10/15/26
$
250,000
The periodic net settlement of these interest rate swaps are recorded as an adjustment to "Interest on subordinated debentures" or "Interest and fees on loans" in the unaudited Consolidated Statements of Income. For the three and nine months ended September 30, 2025, there was a negative impact on net interest income of $
2.4
million and $
8.4
million, respectively, as a result of these interest rate swaps. Changes in the fair value of the cash flow hedges are reported on the balance sheet and in OCI. When the cash flows associated with the hedged item are realized, the gain or loss included in OCI is recognized in "Interest on subordinated debentures," or "Interest and fees on loans", the same line items in the unaudited Consolidated Statements of Income as the income on the hedged items. The cash flow hedges were highly effective at September 30, 2025, and changes in the fair value attributed to hedge ineffectiveness were not material.
The following table depicts the credit value and fair value adjustments recorded related to the notional amount of derivatives outstanding as well as the notional amount of risk participation agreements participated to other banks:
September 30, 2025
December 31, 2024
(dollars in thousands)
Derivatives not Designated as Hedging Instruments
Interest rate derivatives:
Credit value adjustment
$
(
210
)
$
(
59
)
Notional amount:
Interest rate derivatives
1,042,181
966,978
Interest rate caps
36,659
28,950
Interest rate collars
524
524
Risk participation agreements
155,481
179,959
Sold credit protection on risk participation agreements
(
157,210
)
(
151,079
)
Interest rate options
59,967
60,934
Interest rate forwards:
Fair value adjustment
18
398
Notional amount
48,000
60,000
Derivatives Designated as Hedging Instruments
Interest rate swaps:
Fair value adjustment
(
2,079
)
(
10,754
)
Notional amount
290,000
465,000
54
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The table below presents the change in the fair value of derivative assets and derivative liabilities attributable to credit risk or fair value changes included in "Other income", "Other expense," "Interest on subordinated debentures" or "Interest and fees on loans" in the unaudited Consolidated Statements of Income:
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
2025
2024
2025
2024
(dollars in thousands)
Non-hedging interest rate derivatives
(Decrease) increase in other income
$
(
4
)
$
425
$
299
$
721
Non-hedging interest rate forwards
Increase (decrease) in other income
360
(
79
)
(
381
)
329
Hedging interest rate derivatives
Decrease in interest and fees on loans
(
2,385
)
(
5,630
)
(
9,290
)
(
17,832
)
Decrease in interest from subordinated debentures
(
315
)
(
567
)
(
937
)
(
2,014
)
The fair value of our derivatives is included in a table in Note 11, “Fair Values of Assets and Liabilities,” in the line items “Other assets” and “Other liabilities.”
Note 13
Goodwill
FASB ASC Topic 350-20, “Intangibles – Goodwill and Other” requires an annual valuation of the fair value of a reporting unit that has goodwill and a comparison of the fair value to the book value of equity to determine whether the goodwill has been impaired. Goodwill is also required to be tested on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred. When circumstances indicate that it is more likely than not that fair value is less than carrying value, a triggering event has occurred and a quantitative impairment test would be performed.
We consider First Commonwealth to be one reporting unit (see Note 16 - "Segment Reporting"). The carrying amount of goodwill at September 30, 2025 and December 31, 2024 was $
378.2
million and $
363.7
million respectively. The increase in goodwill during the nine months ended September 30, 2025 is the result of the Center acquisition.
No
impairment charges on goodwill or other intangible assets were incurred in 2025 or 2024.
We test goodwill for impairment as of November 30th each year and again at any quarter-end if any material events occur during a quarter that may affect goodwill.
As of September 30, 2025, no indicators of impairment were identified; however, changing economic conditions that may adversely affect our performance, the fair value of our assets and liabilities, or our stock price could result in impairment, which could adversely affect earnings in future periods. Management will continue to monitor events that could impact this conclusion in the future.
55
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 14
Subordinated Debentures
Subordinated debentures outstanding are as follows:
September 30, 2025
December 31, 2024
Due
Rate
Amount
Amount
(dollars in thousands)
Owed to:
First Commonwealth Bank
2033
5.50% until June 1, 2028, then 3-Month CME Term SOFR + 0.26161% + 2.37%
$
49,463
$
49,411
First Commonwealth Financial Corp
2031
4.50% until March 29, 2026, then Prime + 1.00%
6,795
6,727
First Commonwealth Capital Trust II
2034
3-Month CME Term SOFR + 0.26161% + 2.85%
30,929
30,929
First Commonwealth Capital Trust III
2034
3-Month CME Term SOFR + 0.26161% + 2.85%
41,238
41,238
Total
$
128,425
$
128,305
With the acquisition of Centric in January 2023, First Commonwealth acquired a ten-year subordinated note with a principal balance of $
6.0
million. The rate remains fixed at 4.50% until March 29, 2026, then adjusts quarterly to Prime + 1.00%. The Bank may redeem the notes, beginning with the interest payment due on March 29, 2026, in whole or in part at a redemption price equal to 100% of the principal amount of the subordinated notes, plus accrued and unpaid interest to the date of redemption. A fair value premium of $
0.6
million was recognized in connection with the acquisition.
On May 21, 2018, First Commonwealth issued fifteen-year subordinated notes with an aggregate principal amount of $
50.0
million and a fixed-to-floating rate of 5.50%. The rate remains fixed until June 1, 2028, then adjusts on a quarterly basis to three-month CME Term SOFR+ 0.26161% + 2.37%. The Bank may redeem the notes, subject to regulatory approval, beginning with the interest payment due on June 1, 2028, in whole or in part at a redemption price equal to 100% of the principal amount of the subordinated notes, plus accrued and unpaid interest to the date of redemption. Deferred issuance costs of $
1.1
million are being amortized on a straight-line basis over the term of the notes.
First Commonwealth currently has two trusts, First Commonwealth Capital Trust II and First Commonwealth Capital Trust III, of which 100% of the common equity is owned by First Commonwealth. The trusts were formed for the purpose of issuing company obligated mandatorily redeemable capital securities to third-party investors and investing the proceeds from the sale of the capital securities solely in junior subordinated debt securities (“subordinated debentures”) of First Commonwealth. The subordinated debentures held by each trust are the sole assets of the trust.
Interest on the debentures issued to First Commonwealth Capital Trust II is paid quarterly at a floating rate of three-month CME Term SOFR + 0.26161% + 2.85%, which is reset quarterly. Subject to regulatory approval, First Commonwealth may redeem the debentures, in whole or in part, at its option at a redemption price equal to 100% of the principal amount of the debentures, plus accrued and unpaid interest to the date of the redemption. Deferred issuance costs of $
0.5
million are being amortized on a straight-line basis over the term of the securities.
Interest on the debentures issued to First Commonwealth Capital Trust III is paid quarterly at a floating rate of three-month CME Term SOFR + 0.26161% + 2.85%, which is reset quarterly. Subject to regulatory approval, First Commonwealth may redeem the debentures, in whole or in part, at its option on any interest payment date at a redemption price equal to 100% of the principal amount of the debentures, plus accrued and unpaid interest to the date of the redemption. Deferred issuance costs of $
0.6
million are being amortized on a straight-line basis over the term of the securities.
In order to reduce its exposure to variability in expected future cash flows related to interest payments on First Commonwealth Capital Trust II and III, the Company entered into two interest rate swap contracts that are designated as cash flow hedges. These contracts fix the index rate based portion of the interest rate on Capital Trust III at 1.525% until August 15, 2026. A similar interest rate swap contract was entered for Capital Trust II which fixed the index rate based portion at 1.515%; however, that swap expired on August 15, 2024. Additional information related to these cash flow hedges can be found in Note 12 - "Derivatives".
Note 15
Revenue Recognition
Substantially all of the Company’s revenue is generated from contracts with customers. Revenue associated with financial instruments, including revenue from loans and securities, certain noninterest income streams such as fees associated with derivatives are not in scope of FASB ASC Topic 606 - "Revenue from Contracts with Customers" ("Topic 606"). Topic 606 is
56
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
applicable to noninterest revenue streams such as trust income, service charges on deposits, insurance and retail brokerage commissions, card-related interchange income and gain(loss) on sale of OREO. For contracts within the scope of Topic 606, the Company immediately expenses contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less.
Noninterest revenue streams in-scope of Topic 606 are discussed below:
Trust Income
Trust income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon a tiered scale of market value of the assets under management at month-end. Payment is generally received a few days after month end through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. Optional services such as financial planning or tax return preparation services are also available to trust customers. The Company’s performance obligation for these transactional-based services is generally satisfied and related revenue recognized at a point in time. Payment is received shortly after services are rendered.
Service Charges on Deposit Accounts
Service charges on deposit accounts consist of fees earned from its deposit customers for transaction-based, account maintenance, overdraft services and account analysis fees. Transaction-based fees, which include services such as ATM use fees, stop payment fees, statement rendering and ACH fees are recognized at the time the transaction is executed which is the point in time the Company fulfills the customer’s request. Monthly account maintenance fees are earned over the course of the month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. The Company’s performance obligation for account analysis fees is generally satisfied, and the related revenue recognized, during the month the service is provided. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.
Insurance and Retail Brokerage Commissions
Insurance income primarily consists of commissions received from execution of personal, business and health insurance policies when acting as an agent on behalf of insurance carriers. The Company’s performance obligation is generally satisfied upon the issuance of the insurance policy. Because the Company’s contracts with the insurance carriers are generally cancellable by either party with minimal notice, insurance commissions are recognized during the policy period as received. Also, the majority of insurance commissions are received on a monthly basis during the policy period; however, some carriers pay the full annual commission to First Commonwealth at the time of policy issuance or renewal. In these cases, First Commonwealth would be required to refund any commissions it would not be entitled to as a result of cancelled or terminated policies. The Company has established a refund liability for the remaining term of the policies expected to be cancelled. The Company also receives incentive-based contingency fees from the insurance carriers. Contingency fee revenue, which totals approximately $
0.3
million per year, is recognized as received due to the immaterial amount.
Retail brokerage income primarily consists of commissions received on annuity and investment product sales through a third-party service provider. The Company’s performance obligation is generally satisfied upon the issuance of the annuity policy or the execution of an investment transaction. The Company does not earn a significant amount of trailer fees on annuity sales. However, after considering the factors impacting these trailer fees, such as the uncertainty of investor behavior and changes in the market value of assets, First Commonwealth determined that it would recognize trailing fees as received because it could not reasonably estimate an amount of future trailing commissions for which collection is probable. Commissions from the third-party service provider are received on a monthly basis based upon customer activity for the month. The fees are recognized monthly with a receivable until commissions are received from the third-party service provider the following month. Because the Company acts as an agent in arranging the relationship between the customer and the third-party service provider and does not control the services rendered to the customers, retail brokerage fees are presented net of related costs, including $
4.0
million and $
3.9
million in commission expense for both the nine months ended September 30, 2025 and 2024, respectively.
57
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Card-Related Interchange Income
Card-related interchange income is primarily comprised of debit and credit card income, ATM fees and merchant services income. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as MasterCard. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. Card-related interchange income is recognized daily as the customer transactions are settled.
Other Income
Other income includes service revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s performance obligation for these services are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.
Gains (losses) on sales of OREO
First Commonwealth records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When First Commonwealth finances the sale of OREO to the buyer, an assessment of whether the buyer is committed to perform their obligations under the contract is completed along with an evaluation of whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon transfer of control of the property to the buyer. In determining the gain or loss on the sale, First Commonwealth adjusts the transaction price and the related gain or loss on sale if a significant financing component is present.
The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606:
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
2025
2024
2025
2024
(dollars in thousands)
Noninterest Income
In-scope of Topic 606:
Trust income
$
3,477
$
3,242
$
9,528
$
8,790
Service charges on deposit accounts
5,913
5,840
16,946
16,769
Insurance and retail brokerage commissions
3,499
3,087
9,766
8,892
Card-related interchange income
3,985
4,137
11,637
17,964
Gain on sale of other loans and assets
(
178
)
290
446
567
Other income
703
697
2,158
2,159
Noninterest Income (in-scope of Topic 606)
17,399
17,293
50,481
55,141
Noninterest Income (out-of-scope of Topic 606)
7,458
7,405
21,627
18,755
Total Noninterest Income
$
24,857
$
24,698
$
72,108
$
73,896
Note 16
Segment Reporting
We operate our business as a single integrated business unit that provides a number of products and services to meet our customers banking and financial needs. Our products and services include consumer lending such as secured and unsecured installment loans, home equity loans, construction and real estate loans, credit lines and credit cards. We also offer commercial customers lending and leasing products, which include real estate secured lending, equipment finance, working capital lines of credit, credit cards and construction loans. Our products also include deposit services, such as personal and business checking accounts, savings, money market and certificates of deposits. Additionally, we provide an array of cash management services, trust and wealth management services and insurance products. These services are all delivered through the same business network.
58
ITEM 1.
Financial Statements and Supplementary Data
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company’s President and CEO is the chief operating decision maker who uses consolidated net income to assess performance and profitability of our single business segment. Consolidated net income is used to assess performance by comparing results on a monthly basis, including variances to budget and prior period results. Consideration is given to performance of components of the business, such as branches and geographic regions, which are then aggregated. This information is used to achieve strategic initiatives by allowing the chief operation decision maker to manage resources that drive our business and earnings. Additionally, consolidated net income is used to benchmark the Company against its banking peers.
The accounting policies of the single business unit are the same policies as disclosed in Note 1 - "Statement of Accounting Policies" of our December 31, 2024 Form 10-K and our segment assets are the same as assets presented in the unaudited Consolidated Statements of Financial Condition.
The following table presents information related to segment revenue, significant segment expenses and segment net income:
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
2025
2024
2025
2024
(dollars in thousands)
Interest income
$
162,709
$
154,323
$
468,763
$
450,467
Interest expense
51,586
57,808
155,877
166,656
Net interest income
111,123
96,515
312,886
283,811
Provision for credit losses
11,327
10,615
29,720
22,680
Noninterest Income
Trust income
3,477
3,242
9,528
8,790
Service charges on deposit accounts
5,913
5,840
16,946
16,769
Insurance and retail brokerage commissions
3,499
3,087
9,766
8,892
Gain on sale of mortgage loans
2,132
1,151
5,355
4,150
Gain on sale of other loans and assets
1,085
2,576
4,690
6,035
Card-related interchange income
3,985
4,137
11,637
17,964
Other segment income
(a)
4,766
4,665
14,186
11,296
Noninterest expense
Salaries and employee benefits
40,717
38,618
121,716
111,262
Net occupancy
5,110
4,858
15,733
15,014
Furniture and equipment
4,427
4,335
13,167
13,093
Data processing
4,260
3,879
12,162
11,543
Other professional fees and services
1,843
1,448
5,366
3,976
Other segment expense
(b)
16,477
16,932
52,208
46,553
Income tax provision
10,491
8,442
27,496
26,863
Segment net income
$
41,328
$
32,086
$
107,426
$
106,723
Reconciliation of net income
Adjustments and reconciling items
—
—
—
—
Consolidated net income
$
41,328
$
32,086
$
107,426
$
106,723
(a)
Other segment income includes gain/loss on securities, income from bank owned life insurance, derivative mark to market, swap fee income and other miscellaneous income.
(b) Other segment expense includes FDIC insurance, loss on sale or write-down of assets, litigation and operational losses, merger related expenses and other miscellaneous expenses
.
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
This discussion and the related financial data are presented to assist in the understanding and evaluation of the consolidated financial condition and the results of operations of First Commonwealth Financial Corporation including its subsidiaries (“First Commonwealth”) for the three and nine months ended September 30, 2025 and 2024, and should be read in conjunction with the unaudited Consolidated Financial Statements and notes thereto included in this Form 10-Q.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”), notwithstanding that such statements are not specifically identified as such. In addition, certain statements may be contained in our future filings with the Securities and Exchange Commission, in press releases, and in oral and written statements made by us or with our approval that are not statements of historical fact and constitute forward-looking statements within the meaning of the Reform Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations of First Commonwealth or its management or Board of Directors, including those relating to products, services or operations; (iii) statements of future economic performance or interest rates; and (iv) statements of assumptions underlying such statements. Words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “estimate,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may,” are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:
•
Local, regional, national and international economic conditions and the impact they may have on us and our customers and our assessment of that impact.
•
Volatility and disruption in national and international financial markets.
•
The effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board and the implementation of tariffs and other protectionist trade policies.
•
Government intervention in the U.S. financial system.
•
Changes in the mix of loan geographies, sectors and types or the level of non-performing assets and charge-offs.
•
Changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements.
•
Inflation, interest rate, securities market and monetary fluctuations.
•
The effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we and our subsidiaries must comply.
•
The soundness of other financial institutions.
•
Political instability.
•
Impairment of our goodwill or other intangible assets.
•
Acts of God or of war or terrorism.
•
The timely development and acceptance of new products and services and perceived overall value of these products and services by users.
•
Changes in consumer spending, borrowings and savings habits.
•
Changes in the financial performance and/or condition of our borrowers.
•
Technological changes.
•
The cost and effects of cyber incidents or other failures, interruption or security breaches of our systems or those of third-party providers.
•
Acquisitions and integration of acquired businesses.
•
Our ability to increase market share and control expenses.
•
Our ability to attract and retain qualified employees.
•
Changes in the competitive environment in our markets and among banking organizations and other financial service providers.
•
The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters.
•
Changes in the reliability of our vendors, internal control systems or information systems.
•
Changes in our liquidity position.
•
Changes in our organization, compensation and benefit plans.
60
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
•
The costs and effects of legal and regulatory developments, the resolution of legal proceedings or regulatory or other governmental inquiries, the results of regulatory examinations or reviews and the ability to obtain required regulatory approvals.
•
Greater than expected costs or difficulties related to the integration of new products and lines of business.
•
Our success at managing the risks involved in the foregoing items.
Forward-looking statements speak only as of the date on which such statements are made. We do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.
Explanation of Use of Non-GAAP Financial Measures
In addition to the results of operations presented in accordance with generally accepted accounting principles (“GAAP”), First Commonwealth management uses, and this quarterly report contains or references, certain non-GAAP financial measures, such as net interest income on a fully taxable equivalent basis. We believe these non-GAAP financial measures provide information that is useful to investors in understanding our underlying operational performance and our business and performance trends as they facilitate comparison with the performance of others in the financial services industry. Although we believe that these non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP.
We believe the presentation of net interest income on a fully taxable equivalent basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice. Interest income per the unaudited Consolidated Statements of Income is reconciled to net interest income adjusted to a fully taxable equivalent basis on pages 65 and 73 for the nine and three months ended September 30, 2025 and 2024, respectively.
61
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
Selected Financial Data
The following selected financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations, which follows, and with the unaudited Consolidated Financial Statements and related notes.
For the Three Months Ended September 30,
For the Nine Months Ended September 30,
2025
2024
2025
2024
(dollars in thousands, except per share data)
Net Income
$
41,328
$
32,086
$
107,426
$
106,723
Per Share Data:
Basic Earnings per Share
$
0.40
$
0.31
$
1.04
$
1.05
Diluted Earnings per Share
0.39
0.31
1.04
1.04
Cash Dividends Declared per Common Share
0.135
0.130
0.400
0.385
Average Balance:
Total assets
$
12,210,003
$
11,776,532
$
11,997,612
$
11,664,788
Total equity
1,530,610
1,389,290
1,484,551
1,353,125
End of Period Balance:
Net loans and leases
(1)
$
9,621,249
$
8,886,173
Total assets
12,310,376
11,983,199
Total deposits
10,231,340
9,745,552
Total equity
1,541,837
1,409,616
Key Ratios:
Return on average assets
1.34
%
1.08
%
1.20
%
1.22
%
Return on average equity
10.71
%
9.19
%
9.67
%
10.54
%
Dividends payout ratio
33.75
%
41.94
%
38.46
%
36.67
%
Average equity to average assets ratio
12.54
%
11.80
%
12.37
%
11.60
%
Net interest margin
3.92
%
3.56
%
3.79
%
3.55
%
Net loans to deposits ratio
94.04
%
91.18
%
(1)
Includes loans held for sale.
Results of Operations
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Net Income
For the nine months ended September 30, 2025, First Commonwealth had net income of $107.4 million, or $1.04 diluted earnings per share, compared to net income of $106.7 million, or $1.04 diluted earnings per share, in the nine months ended September 30, 2024. The increase in net income was primarily the result of a $29.1 million increase in net interest income offset by an $18.9 million increase in noninterest expense, including $4.2 million in merger-related expenses associated with the Center acquisition. Other items impacting results include an increase in the provision for credit losses of $7.0 million, including the $3.8 million in provision expense related to the day 1 CECL adjustment on non-PCD loans acquired in the Center acquisition.
For the nine months ended September 30, 2025, the Company’s return on average equity was 9.67% and its return on average assets was 1.20%, compared to 10.54% and 1.22%, respectively, for the nine months ended September 30, 2024.
Net Interest Income
Net interest income, on a fully taxable equivalent basis, was $313.9 million in the first nine months of 2025, compared to $284.8 million for the same period in 2024. The increase in net interest income can be attributed
to
a 26 basis point decrease in the cost of interest-bearing liabilities and a 5 basis point increase in the yield on interest-earning assets. Net interest income
62
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
comprises the majority of our operating revenue (net interest income before provision expense plus noninterest income), at 81.3% and 79.3% for the nine months ended September 30, 2025 and 2024, respectively.
The net interest margin on a fully taxable equivalent basis was 3.79% for the nine months ended September 30, 2025 and 3.55% for the nine months ended September 30, 2024. The net interest margin is affected by changes in the level of interest rates and the amount and composition of interest-earning assets and interest-bearing liabilities.
The taxable equivalent yield on interest-earning assets was 5.68% for the nine months ended September 30, 2025, an increase of five basis points compared to the 5.63% yield for the same period in 2024. The yield on interest-earning assets benefited from higher reinvestment rates related to the investment portfolio, resulting in the investment portfolio yield increasing by 41 basis points when compared to the nine months ended September 30, 2024. For the nine months ended September 30, 2025,
seven basis points of the yield on interest-earning assets can be attributed to the recognition of $5.7 million in accretion of purchase accounting marks. For the
nine months ended
September 30, 2024
, accretion of purchase accounting marks contributed
$6.1 million
, or
eight basis points
, to the yield on interest-earning assets.
The investment portfolio yield increased 41 basis points in comparison to the prior year as new volume rates were higher than the portfolio yield. The average investment portfolio for the nine months ended September 30, 2025 increased $112.9 million as compared to the nine months ended September 30, 2024 as a result of excess liquidity from growth in interest-bearing liabilities. Lower interest rates in the nine months ended September 30, 2025 compared to the prior year resulted in a 76 basis point decrease in the yield on interest-bearing deposits with banks, while the average balance decreased from $199.9 million in 2024 to $58.7 million in 2025.
The cost of interest-bearing liabilities decreased to 2.58% for the nine months ended September 30, 2025, from 2.84% for the same period in 2024. The cost of interest-bearing deposits decreased 16 basis points and short-term borrowings decreased 78 basis points in comparison to the same period last year. The cost of interest-bearing deposits was impacted by declines in market interest rates as well as changes in the mix of deposits due to growth in money market and time deposits. Comparing the nine months ended September 30, 2025 with the comparable period in 2024, average time deposits increased $259.1 million, or 17.4%, with a decrease in the cost of these deposits of 48 basis points. Contributing to the average growth in time deposits was an average of $50.6 million acquired as part of the Center acquisition. Other interest-bearing deposits increased on average $331.3 million, or 5.9%, compared to the nine months ended September 30, 2024 and the cost of these deposits decreased 11 basis points. Average growth in other-interest bearing deposits attributable to the Center acquisition totaled $81.9 million.
Compared to the prior period, short-term borrowings decreased an average of
$451.9 million
primarily due to the payoff of $516.0 million in short-term borrowings related to the Federal Reserve Term Funding program in the fourth quarter of 2024. Long-term debt increased an average of $98.0 million compared to the prior period as a result of a $127.0 million FHLB borrowing entered into in the fourth quarter of 2024.
For the nine months ended September 30, 2025, changes in rates positively impacted net interest income by $17.9 million when compared to the same period in 2024. The yield on interest-earning assets positively impacted net interest income by $4.3 million and the decrease in the cost of interest-bearing liabilities positively impacted net interest income by $13.6 million.
Changes in the volume of interest-earning assets and interest-bearing liabilities positively impacted net interest income by $11.2 million for the nine months ended September 30, 2025, as compared to the same period in 2024. Higher levels of interest-earning assets resulted in an increase of $14.0 million in interest income, while changes in the volume and mix of interest-bearing liabilities increased interest expense by $2.8 million. Average interest-earning assets for the nine months ended September 30, 2025 increased $351.0 million, or 3.3%, compared to the same period in 2024. Average loans for the comparable period increased $379.3 million, or 4.2%, and average investments increased $112.9 million, or 7.5%. Average loans attributable to the Center acquisition for the nine month period ended September 30, 2025 totaled $164.0 million.
Net interest income was positively impacted by a $114.4 million increase in average net free funds for the nine months ended September 30, 2025 as compared to the corresponding period in 2024. Average net free funds are the excess of noninterest-bearing demand deposits, other noninterest-bearing liabilities and shareholders’ equity over noninterest-earning assets.
The level of net free funds was impacted by growth in average noninterest-bearing demand deposits, as well as higher average shareholders' equity due to retained earnings and stock issued for the Center acquisition. Average noninterest-bearing demand deposits for the
nine months ended September 30, 2025
increased
$12.8 million
, or
0.6%
, compared to the same period in
2024.
63
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
The following table reconciles interest income in the Consolidated Statements of Income to net interest income adjusted to a fully taxable equivalent basis for the nine months ended September 30:
2025
2024
(dollars in thousands)
Interest income per Consolidated Statements of Income
$
468,763
$
450,467
Adjustment to fully taxable equivalent basis
1,027
994
Interest income adjusted to fully taxable equivalent basis (non-GAAP)
469,790
451,461
Interest expense
155,877
166,656
Net interest income adjusted to fully taxable equivalent basis (non-GAAP)
$
313,913
$
284,805
64
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
The following is an analysis of the average balance sheet and net interest income on a fully taxable equivalent basis for the nine months ended September 30:
2025
2024
Average
Balance
Income /
Expense (a)
Yield
or
Rate
Average
Balance
Income /
Expense (a)
Yield
or
Rate
(dollars in thousands)
Assets
Interest-earning assets:
Interest-bearing deposits with banks
$
58,735
$
2,106
4.79
%
$
199,887
$
8,304
5.55
%
Tax-free investment securities
18,064
349
2.58
20,218
405
2.68
Taxable investment securities
1,603,394
43,547
3.63
1,488,386
35,854
3.22
Loans and leases, net of unearned income
(b)(c)
9,386,232
423,788
6.04
9,006,908
406,898
6.03
Total interest-earning assets
11,066,425
469,790
5.68
10,715,399
451,461
5.63
Noninterest-earning assets:
Cash
107,888
113,798
Allowance for credit losses
(127,862)
(121,331)
Other assets
951,161
956,922
Total noninterest-earning assets
931,187
949,389
Total Assets
$
11,997,612
$
11,664,788
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand deposits
$
1,906,208
$
21,388
1.50
%
$
1,909,166
$
25,902
1.81
%
Savings deposits
4,039,095
71,230
2.36
3,704,820
66,256
2.39
Time deposits
1,748,621
50,343
3.85
1,489,476
48,229
4.33
Short-term borrowings
108,877
3,128
3.84
560,743
19,383
4.62
Long-term debt
262,540
9,788
4.98
164,553
6,886
5.59
Total interest-bearing liabilities
8,065,341
155,877
2.58
7,828,758
166,656
2.84
Noninterest-bearing liabilities and shareholders’ equity:
Noninterest-bearing demand deposits
2,312,469
2,299,650
Other liabilities
135,251
183,255
Shareholders’ equity
1,484,551
1,353,125
Total Noninterest-Bearing Funding Sources
3,932,271
3,836,030
Total Liabilities and Shareholders’ Equity
$
11,997,612
$
11,664,788
Net Interest Income and Net Yield on Interest-Earning Assets
$
313,913
3.79
%
$
284,805
3.55
%
(a)
Income on interest-earning assets has been computed on a fully taxable equivalent basis using the 21% federal income tax statutory rate for the nine months ended September 30, 2025 and 2024.
(b)
Loan balances include held for sale and nonaccrual loans. Income on nonaccrual loans is accounted for on the cash basis.
(c)
Loan income includes loan fees earned.
65
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
The following table shows the effect of changes in volumes and rates on interest income and interest expense for the nine months ended September 30, 2025 compared with September 30, 2024:
Analysis of Year-to-Year Changes in Net Interest Income
Total
Change
Change Due To
Volume
Change Due To
Rate (a)
(dollars in thousands)
Interest-earning assets:
Interest-bearing deposits with banks
$
(6,198)
$
(5,865)
$
(333)
Tax-free investment securities
(56)
(43)
(13)
Taxable investment securities
7,693
2,772
4,921
Loans and leases
16,890
17,124
(234)
Total interest income (b)
18,329
13,988
4,341
Interest-bearing liabilities:
Interest-bearing demand deposits
(4,514)
(40)
(4,474)
Savings deposits
4,974
5,981
(1,007)
Time deposits
2,114
8,400
(6,286)
Short-term borrowings
(16,255)
(15,629)
(626)
Long-term debt
2,902
4,101
(1,199)
Total interest expense
(10,779)
2,813
(13,592)
Net interest income
$
29,108
$
11,175
$
17,933
(a)
Changes in interest income or expense not arising solely as a result of volume or rate variances are allocated to rate variances.
(b)
Changes in interest income have been computed on a fully taxable equivalent basis using the 21% federal income tax statutory rate.
Provision for Credit Losses
The provision for credit losses is determined based on management’s estimates of the appropriate level of the allowance for credit losses needed for expected losses inherent in the loan portfolio and off-balance sheet commitments. The provision for credit losses is an amount added to the allowance, against which credit losses are charged.
66
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
The table below provides a breakout of the provision for credit losses by loan category for the nine months ended September 30:
2025
2024
Dollars
Percentage
Dollars
Percentage
(dollars in thousands)
Commercial, financial, agricultural and other
$
16,902
77
%
$
13,304
51
%
Time and demand
9,861
45
7,483
29
Commercial credit cards
249
1
137
1
Equipment finance
5,991
27
4,294
16
Time and demand other
801
4
1,390
5
Real estate construction
1,194
5
(1,209)
(5)
Construction other
1,012
5
(527)
(2)
Construction residential
182
1
(682)
(3)
Residential real estate
(1,521)
(7)
(1,122)
(4)
Residential first lien
(1,379)
(6)
(985)
(3)
Residential junior lien/home equity
(142)
(1)
(137)
(1)
Commercial real estate
4,483
21
9,492
37
Multifamily
919
4
(178)
(1)
Non-owner occupied
4,098
19
8,405
33
Owner occupied
(534)
(2)
1,265
5
Loans to individuals
805
4
5,418
21
Automobile and recreational vehicles
(992)
(5)
4,065
16
Consumer credit cards
321
2
238
1
Consumer other
1,476
7
1,115
4
Provision for credit losses on loans and leases
$
21,863
100
%
$
25,883
100
%
Provision for credit losses - acquisition day 1 non-PCD
3,379
—
Total provision for credit losses on loans and leases
25,242
25,883
Provision for off-balance sheet credit exposure
4,478
(3,203)
Total provision for credit losses
$
29,720
$
22,680
Total provision expense for the nine months ended September 30, 2025, increased $7.0 million compared to the nine months ended September 30, 2024. This increase is partially due to a $3.4 million provision recognized in the second quarter of 2025 as the day-1 non-PCD provision expense resulting from the Center acquisition. Included in the provision for credit losses for the nine months ended September 30, 2025 is $8.6 million related to a dealer floor plan relationship moved to nonaccrual in the second quarter of 2025 as a result of being out of trust on sold vehicles. Provision expense for the period was also impacted by a $1.8 million chargeoff for a commercial loan that was moved to held for sale and $5.2 million related to the increase in the allowance for credit losses as a result of the mix and growth of the loan portfolio.
The provision expense for the nine months ended September 30, 2024 can be attributed to $17.5 million in net charge-offs as well as an increase of $9.2 million in specific reserves. The specific reserves can be attributed to $6.2 million for three non-owner occupied relationships and $2.8 million for a time and demand relationship, all of which were moved to nonaccrual during the nine months ended September 30, 2024.
Also impacting provision expense in the nine months ended September 30, 2025 was $4.5 million related to the reserve for off-balance sheet credit exposures. The level of provision for off-balance sheet exposure in 2025 is primarily due to increased commercial and residential construction commitments as well as the impact of periodic updates, completed in the third quarter of 2025, related to the expected loss rates for these loan categories. The negative provision for off-balance sheet credit exposure in 2024 is primarily attributed to lower commitments for commercial and residential construction loans.
The allowance for credit losses was $129.6 million, or 1.34%, of total loans and leases outstanding at September 30, 2025, compared to $118.9 million, or 1.32%, at December 31, 2024 and $126.1 million, or 1.41%, at September 30, 2024. Nonperforming loans as a percentage of total loans and leases increased to 0.91% at September 30, 2025 from 0.83% as of
67
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
September 30, 2024 and 0.68% at December 31, 2024. The allowance to nonperforming loan ratio was 148.04%, 193.48% and 168.77% as of September 30, 2025, December 31, 2024 and September 30, 2024, respectively.
Management believes that the allowance for credit losses is at a level deemed appropriate to absorb expected losses inherent in the loan portfolio at September 30, 2025.
Below is an analysis of the consolidated allowance for credit losses for the nine months ended September 30, 2025 and 2024 and the year-ended December 31, 2024:
September 30, 2025
September 30, 2024
December 31, 2024
(dollars in thousands)
Balance, beginning of period
$
118,906
$
117,718
$
117,718
Day 1 allowance for credit loss on PCD acquired loans
3,560
—
—
Provision for credit losses - acquisition day 1 non-PCD
3,379
—
—
Loans charged off:
Commercial, financial, agricultural and other
12,840
11,230
15,512
Real estate construction
829
35
1,092
Residential real estate
351
361
483
Commercial real estate
5,137
2,047
8,678
Loans to individuals
6,856
7,148
9,663
Total loans charged off
26,013
20,821
35,428
Recoveries of loans previously charged off:
Commercial, financial, agricultural and other
4,858
633
813
Real estate construction
—
6
6
Residential real estate
202
221
370
Commercial real estate
205
166
177
Loans to individuals
2,645
2,306
2,882
Total recoveries
7,910
3,332
4,248
Net charge-offs
18,103
17,489
31,180
Provision for credit losses on loans and leases charged to expense
21,863
25,883
32,368
Balance, end of period
$
129,605
$
126,112
$
118,906
Net charge-offs as a percentage of average loans and leases outstanding (annualized)
0.26
%
0.26
%
0.35
%
Allowance for credit losses as a percentage of end-of-period loans and leases outstanding
1.34
%
1.41
%
1.32
%
68
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
Noninterest Income
The following table presents the components of noninterest income for the nine months ended September 30:
2025
2024
$ Change
% Change
(dollars in thousands)
Noninterest Income:
Trust income
$
9,528
$
8,790
$
738
8
%
Service charges on deposit accounts
16,946
16,769
177
1
Insurance and retail brokerage commissions
9,766
8,892
874
10
Income from bank owned life insurance
5,152
4,943
209
4
Card-related interchange income
11,637
17,964
(6,327)
(35)
Swap fee income
1,517
88
1,429
1,624
Other income
7,295
6,189
1,106
18
Subtotal
61,841
63,635
(1,794)
(3)
Net securities losses
(4,773)
(5,447)
674
(12)
Gain on sale of VISA
5,146
5,664
(518)
(9)
Gain on sale of mortgage loans
5,355
4,150
1,205
29
Gain on sale of other loans and assets
4,690
6,035
(1,345)
(22)
Derivatives mark to market
(151)
(141)
(10)
7
Total noninterest income
$
72,108
$
73,896
$
(1,788)
(2)
%
Total noninterest income (excluding net securities losses, gain on VISA sale, gain on sale of mortgage loans, gain on sale of other loans and assets and the derivatives mark to market) for the nine months ended September 30, 2025 decreased $1.8 million, or 3%, compared to the nine months ended September 30, 2024. This decrease is primarily due to a $6.3 million decline in card-related interchange income resulting from the Company being subject to the Durbin Amendment to the Dodd-Frank Act beginning July 1, 2024. The Durbin Amendment is now applicable to the Company because its total assets exceeded $10.0 billion as of December 31, 2023. As a result, its curtailment of card-related interchange income went into effect on July 1, 2024.
Swap fee income increased $1.4 million compared to the prior period as a result of new interest rate swaps entered into by our commercial loan customers. Other income increased $1.1 million largely due to a $0.4 million increase in limited partnership income. Trust income increased $0.7 million due to revenue for assets under management. Insurance and brokerage commissions increased $0.9 million primarily due to higher annuity sales.
Other items impacting noninterest income include gains on the sale of VISA shares of $5.1 million and $5.7 million, as of September 30, 2025 and 2024, respectively. Offsetting these gains were net security losses of $4.8 million and $5.4 million, as of September 30, 2025 and 2024, respectively, resulting from the sale of available for sale securities that were sold in order to reinvest into higher yielding investments.
69
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
Noninterest Expense
The following table presents the components of noninterest expense for the nine months ended September 30:
2025
2024
$ Change
% Change
(dollars in thousands)
Noninterest Expense:
Salaries and employee benefits
$
121,716
$
111,262
$
10,454
9
%
Net occupancy
15,733
15,014
719
5
Furniture and equipment
13,167
13,093
74
1
Data processing
12,162
11,543
619
5
Advertising and promotion
4,760
4,177
583
14
Pennsylvania shares tax
4,012
3,454
558
16
Intangible amortization
4,009
3,656
353
10
Other professional fees and services
5,366
3,976
1,390
35
FDIC insurance
4,582
4,537
45
1
Other operating
28,398
26,222
2,176
8
Subtotal
213,905
196,934
16,971
9
Loss on sale or write-down of assets
373
352
21
6
Litigation and operational losses
1,845
3,672
(1,827)
(50)
Loss on early redemption of subordinated debt
—
369
(369)
—
Merger and acquisition related
4,229
114
4,115
3,610
Total noninterest expense
$
220,352
$
201,441
$
18,911
9
%
Noninterest expense increased $18.9 million, or 9%, for the nine months ended September 30, 2025 compared to the same period in 2024. This increase is primarily the result of an $10.5 million increase in salaries and benefits expense. Contributing to the higher salary expense in 2025 was a $5.7 million increase in incentive expense
, of which $1.5 million can be attributed to finalizing payments related to prior year volumes and performance, with the remaining increase due to higher sales volumes in 2025. Also impacting the increase in salary and benefit expense is a $1.4 million increase in 401(k) expense, a $0.9 million increase in FICA taxes and a higher number of full time equivalent employees, partially due to the Center acquisition. The number of full time equivalent employees totaled 1,500 at September 30, 2024 and 1,548 at September 30, 2025.
Other operating expense increased $2.2 million compared to the prior period primarily due to loan related appraisal, credit reporting and OREO expenses. The increase in other professional fees and services is a result of services and advisors for several areas, none of which were individually material.
Merger and acquisition related expenses increased $4.1 million compared to the prior period as a result of the Center acquisition which occurred in the second quarter of 2025.
Income Tax
The provision for income taxes increased $0.6 million for the nine months ended September 30, 2025, compared to the corresponding period in 2024, primarily due to the higher level of income before tax.
We applied the “annual effective tax rate approach” to determine the provision for income taxes, which applies an annual forecast of tax expense as a percentage of expected full year income, for the nine months ended September 30, 2025 and 2024.
We generate an annual effective tax rate that is less than the statutory rate of 21% due to benefits resulting from tax-exempt interest, income from bank-owned life insurance and tax benefits associated with low income housing tax credits, all of which are relatively consistent regardless of the level of pretax income. These provided for an effective tax rate of 20.4% and 20.1% for the nine months ended September 30, 2025 and 2024, respectively.
As of September 30, 2025, our deferred tax assets totaled $49.5 million. Based on our evaluation, we determined that it is more likely than not that all of these assets will be realized. As a result, a valuation allowance against these assets was not recorded. In evaluating the need for a valuation allowance, we estimate future taxable income based on management approved forecasts, evaluation of historical earnings levels and consideration of potential tax strategies. If future events differ from our
70
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
current forecasts, we may need to establish a valuation allowance, which could have a material impact on our financial condition and results of operations.
Results of Operations
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
Net Income
For the three months ended September 30, 2025, First Commonwealth recognized net income of $41.3 million, or $0.39 diluted earnings per share, compared to net income of $32.1 million, or $0.31 diluted earnings per share, in the three months ended September 30, 2024. The increase in net income between the two periods is largely attributable to an increase of $14.6 million in net interest income. Offsetting this increase is a $2.8 million increase in noninterest expense, a $0.7 million increase in the provision for credit losses and a $2.0 million increase in income tax expense.
For the three months ended September 30, 2025, the Company’s return on average equity was 10.71% and its return on average assets was 1.34%, compared to 9.19% and 1.08%, respectively, for the three months ended September 30, 2024.
Net Interest Income
Net interest income, on a fully taxable equivalent basis, was $111.5 million in the third quarter of 2025, compared to $96.9 million for the same period in 2024. The increase in net interest income can be attributed
to
a 41 basis point decrease in the cost of interest-bearing liabilities, partially
offset by
a 5 basis point increase in the yield on interest-earning assets. Net interest income comprises the majority of our operating revenue (i.e., net interest income before provision expense plus noninterest income), at 81.7% and 79.6% for the three months ended September 30, 2025 and 2024, respectively.
The net interest margin, on a fully taxable equivalent basis, was 3.92% and 3.56% for the three months ended September 30, 2025 and 2024, respectively.
The taxable equivalent yield on interest-earning assets was 5.73% for the three months ended September 30, 2025, an increase of five basis points compared to the 5.68% yield for the same period in 2024. This is largely due to a 26 basis points increase in the investment portfolio yield in comparison to the prior year as new volume rates were higher than the portfolio yield. The average investment portfolio balance increased $54.6 million as a result of excess liquidity from growth in interest-bearing liabilities. The average balance of interest-bearing deposits with banks decreased from $278.0 million in 2024 to $40.2 million in 2025, with a yield decrease of 64 basis points.
The loan portfolio yield when compared to the three months ended September 30, 2024, decreased by 1 basis point. Accretion of purchase accounting marks contributed $1.8 million or 6 basis points to the yield on interest-earnings assets in the three months ended September 30, 2025. For the three months ended September 30, 2024,
accretion of purchase accounting marks contributed
$2.0 million
, or
seven basis points
, to the yield on interest-earning assets.
The cost of interest-bearing liabilities decreased to 2.50% for the three months ended September 30, 2025, from 2.91% for the same period in 2024, primarily due to decreases in the cost of time and interest-bearing deposits. Comparing the three months ended September 30, 2025 with the comparable period in 2024, average time deposits increased $158.8 million, or 10.1%, with a decrease in the cost of these deposits of 74 basis points. Over this period, interest-bearing demand and savings deposits increased on average $406.7 million, or 7.2%, compared to the three months ended September 30, 2024 and the cost of those deposits decreased 24 basis points. The cost of short-term borrowings decreased 73 basis points in comparison to the same period last year. For the three months ended September 30, 2025, the Center acquisition contributed $146.2 million in average interest-bearing demand deposits and $90.3 million in average time deposits.
For the three months ended September 30, 2025, changes in interest rates positively impacted net interest income by $8.7 million when compared with the same period in 2024. The higher yield on loans contributed to interest-earning assets, positively impacting net interest income by $1.3 million, while a decrease in the cost of interest-bearing liabilities positively impacted net interest income by $7.4 million.
Changes in the volume of interest-earning assets and interest-bearing liabilities positively impacted net interest income by $5.9 million during the three months ended September 30, 2025, as compared to the same period in 2024. The growth and mix of interest-earning assets resulted in an increase of $7.1 million in interest income, while changes in the volume and mix of interest-bearing liabilities increased interest expense by $1.2 million. Average interest-earning assets for the three months ended September 30, 2025 increased $465.0 million, or 4.3%, compared to the same period in 2024. Average loans for the comparable period increased $648.3 million, or 7.2%. Average time deposits for the three months ended September 30, 2025 increased by
71
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
$158.8 million compared to the comparable period in 2024, increasing interest expense by $1.8 million. The Center acquisition resulted in the addition of $316.3 million in average interest-earning assets, including $291.9 million in average loans.
Net interest income was positively impacted by a $186.2 million increase in average net free funds for the three months ended September 30, 2025 as compared to September 30, 2024. Average net free funds are the excess of noninterest-bearing demand deposits, other noninterest-bearing liabilities and shareholders’ equity over noninterest-earning assets. The increase in the level of net free funds was primarily the result of an increase in the balance of shareholders' equity due to retained earnings and stock issued for the Center acquisition as well as an increase in noninterest-bearing demand deposits.
The following table reconciles interest income in the Consolidated Statements of Income to net interest income adjusted to a fully taxable equivalent basis for the three months ended September 30:
2025
2024
(dollars in thousands)
Interest income per Consolidated Statements of Income
$
162,709
$
154,323
Adjustment to fully taxable equivalent basis
351
342
Interest income adjusted to fully taxable equivalent basis (non-GAAP)
163,060
154,665
Interest expense
51,586
57,808
Net interest income adjusted to fully taxable equivalent basis (non-GAAP)
$
111,474
$
96,857
72
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
The following is an analysis of the average balance sheets and net interest income on a fully taxable equivalent basis for the three months ended September 30:
2025
2024
Average
Balance
Income /
Expense (a)
Yield
or
Rate
Average
Balance
Income /
Expense (a)
Yield
or
Rate
(dollars in thousands)
Assets
Interest-earning assets:
Interest-bearing deposits with banks
$
40,159
$
491
4.85
%
$
278,006
$
3,838
5.49
%
Tax-free investment securities
17,831
114
2.54
20,016
133
2.64
Taxable investment securities
1,579,538
14,400
3.62
1,522,776
12,825
3.35
Loans and leases, net of unearned income
(b)(c)
9,653,118
148,055
6.08
9,004,808
137,869
6.09
Total interest-earning assets
11,290,646
163,060
5.73
10,825,606
154,665
5.68
Noninterest-earning assets:
Cash
108,546
113,301
Allowance for credit losses
(136,290)
(124,070)
Other assets
947,101
961,695
Total noninterest-earning assets
919,357
950,926
Total Assets
$
12,210,003
$
11,776,532
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand deposits
$
1,948,886
$
7,627
1.55
%
$
1,962,209
$
9,663
1.96
%
Savings deposits
4,115,564
23,407
2.26
3,695,587
22,565
2.43
Time deposits
1,734,804
16,004
3.66
1,575,975
17,435
4.40
Short-term borrowings
128,548
1,262
3.89
541,010
6,279
4.62
Long-term debt
262,186
3,286
4.97
136,408
1,866
5.44
Total interest-bearing liabilities
8,189,988
51,586
2.50
7,911,189
57,808
2.91
Noninterest-bearing liabilities and shareholders’ equity:
Noninterest-bearing demand deposits
2,366,509
2,286,482
Other liabilities
122,896
189,571
Shareholders’ equity
1,530,610
1,389,290
Total noninterest-bearing funding sources
4,020,015
3,865,343
Total Liabilities and Shareholders’ Equity
$
12,210,003
$
11,776,532
Net Interest Income and Net Yield on Interest-Earning Assets
$
111,474
3.92
%
$
96,857
3.56
%
(a)
Income on interest-earning assets has been computed on a fully taxable equivalent basis using the 21% federal income tax statutory rate for the three months ended September 30, 2025 and 2024.
(b)
Loan balances include held for sale and nonaccrual loans. Income on nonaccrual loans is accounted for on the cash basis.
(c)
Loan income includes loan fees earned.
73
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
The following table shows the effect of changes in volumes and rates on interest income and interest expense for the three months ended September 30, 2025 compared with September 30, 2024:
Analysis of Year-to-Year Changes in Net Interest Income
Total
Change
Change Due To
Volume
Change Due To
Rate (a)
(dollars in thousands)
Interest-earning assets:
Interest-bearing deposits with banks
$
(3,347)
$
(3,282)
$
(65)
Tax-free investment securities
(19)
(14)
(5)
Taxable investment securities
1,575
478
1,097
Loans and leases
10,186
9,924
262
Total interest income (b)
8,395
7,106
1,289
Interest-bearing liabilities:
Interest-bearing demand deposits
(2,036)
(66)
(1,970)
Savings deposits
842
2,565
(1,723)
Time deposits
(1,431)
1,757
(3,188)
Short-term borrowings
(5,017)
(4,790)
(227)
Long-term debt
1,420
1,720
(300)
Total interest expense
(6,222)
1,186
(7,408)
Net interest income
$
14,617
$
5,920
$
8,697
(a)
Changes in interest income or expense not arising solely as a result of volume or rate variances are allocated to rate variances.
(b)
Changes in interest income have been computed on a fully taxable equivalent basis using the 21% federal income tax statutory rate.
Provision for Credit Losses
The provision for credit losses is determined based on management’s estimates of the appropriate level of the allowance for credit losses needed for probable losses inherent in the loan portfolio, after giving consideration to charge-offs and recoveries for the period. The provision for credit losses is an amount added to the allowance, against which credit losses are charged.
74
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
The table below provides a breakout of the provision for credit losses by loan category for the three months ended September 30:
2025
2024
Dollars
Percentage
Dollars
Percentage
(dollars in thousands)
Commercial, financial, agricultural and other
$
8,672
92
%
$
5,965
53
%
Time and demand
5,536
59
3,730
33
Commercial credit cards
116
1
69
1
Equipment finance
3,744
40
1,723
15
Time and demand other
(724)
(8)
443
4
Real estate construction
1,483
16
(209)
(2)
Construction other
1,225
13
(125)
(1)
Construction residential
258
3
(84)
(1)
Residential real estate
(1,964)
(21)
521
5
Residential first lien
(1,503)
(16)
249
2
Residential junior lien/home equity
(461)
(5)
272
3
Commercial real estate
4,424
47
3,519
31
Multifamily
1,211
13
(151)
(1)
Non-owner occupied
5,219
55
2,942
26
Owner occupied
(2,006)
(21)
728
6
Loans to individuals
(3,173)
(34)
1,447
13
Automobile and recreational vehicles
(4,399)
(47)
1,067
9
Consumer credit cards
203
2
81
1
Consumer other
1,023
11
299
3
Provision for credit losses on loans and leases
$
9,442
100
%
$
11,243
100
%
Provision for off-balance sheet credit exposure
1,885
(628)
Total provision for credit losses
$
11,327
$
10,615
The provision for credit losses on loans and leases for the three months ended September 30, 2025 decreased in comparison to the three months ended September 30, 2024 by $1.8 million. Included in the provision for credit losses for the three months ended September 30, 2025 is $4.4 million related to a dealer floor plan relationship moved to nonaccrual in the second quarter of 2025 as a result of being out of trust on sold vehicles. Provision expense for the period was also impacted by a $1.8 million chargeoff for a commercial loan that was moved to held for sale and $1.3 million in provision expense related to the increase in the allowance for credit losses as a result of mix and growth of the loan portfolio. The level of provision expense in the third quarter of 2024 was impacted by $5.5 million in specific reserves for two commercial loans as well as $1.6 million in provision expense related to chargeoffs for two commercial borrowers.
Additionally, the provision for off-balance sheet credit exposure increased $2.5 million primarily due to the level of unfunded commitments for construction loans. Total net charge-offs for the three months ended September 30, 2025 were $12.2 million and $8.8 million for the three months ended September 30 ,2024.
75
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
Below is an analysis of the consolidated allowance for credit losses for the three months ended September 30, 2025 and 2024 and the year-ended December 31, 2024:
September 30, 2025
September 30, 2024
December 31, 2024
(dollars in thousands)
Balance, beginning of period
$
132,966
$
123,654
$
117,718
Day 1 allowance for credit loss on PCD acquired loans
—
—
—
Provision for credit losses - acquisition day 1 non-PCD
(556)
—
—
Loans charged off:
Commercial, financial, agricultural and other
7,418
5,980
15,512
Real estate construction
829
—
1,092
Residential real estate
125
106
483
Commercial real estate
3,049
1,423
8,678
Loans to individuals
2,156
2,280
9,663
Total loans charged off
13,577
9,789
35,428
Recoveries of loans previously charged off:
Commercial, financial, agricultural and other
491
110
813
Real estate construction
—
—
6
Residential real estate
19
51
370
Commercial real estate
38
42
177
Loans to individuals
782
801
2,882
Total recoveries
1,330
1,004
4,248
Net charge-offs
12,247
8,785
31,180
Provision for credit losses on loans charged to expense
9,442
11,243
32,368
Balance, end of period
$
129,605
$
126,112
$
118,906
Noninterest Income
The following table presents the components of noninterest income for the three months ended September 30:
2025
2024
$ Change
% Change
(dollars in thousands)
Noninterest Income:
Trust income
$
3,477
$
3,242
$
235
7
%
Service charges on deposit accounts
5,913
5,840
73
1
Insurance and retail brokerage commissions
3,499
3,087
412
13
Income from bank owned life insurance
1,712
2,278
(566)
(25)
Card-related interchange income
3,985
4,137
(152)
(4)
Swap fee income
243
88
155
176
Other income
2,440
2,258
182
8
Subtotal
21,269
20,930
339
2
Net securities gains
369
88
281
319
Gain on sale of VISA
—
106
(106)
(100)
Gain on sale of mortgage loans
2,132
1,151
981
85
Gain on sale of other loans and assets
1,085
2,576
(1,491)
(58)
Derivatives mark to market
2
(153)
155
(101)
Total noninterest income
$
24,857
$
24,698
$
159
1
%
76
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
Total noninterest income for the three months ended September 30, 2025 increased $0.2 million compared to the three months ended September 30, 2024. The most significant change includes a $1.0 million increase in the gain on mortgage loans due to the volume of loans sold offset by a $1.5 million decrease in gain on sale of loans and other assets due to the volume and spread of SBA loans sold. In addition, swap fee income increased $0.2 million due to new swaps entered into by our commercial loan borrowers, $0.4 million increase in insurance and retail brokerage commissions primarily due to higher annuity sales and a $0.2 million increase in trust income due to an increase in assets under management.
The increase in net security gains is primarily due to a gain related to the call of a corporate investment security recognized in the third quarter of 2025. Income from bank owned life insurance decreased compared to the prior period as a result of a decline of $0.9 million in death claims received.
Noninterest Expense
The following table presents the components of noninterest expense for the three months ended September 30:
2025
2024
$ Change
% Change
(dollars in thousands)
Noninterest Expense:
Salaries and employee benefits
$
40,717
$
38,618
$
2,099
5
%
Net occupancy
5,110
4,858
252
5
Furniture and equipment
4,427
4,335
92
2
Data processing
4,260
3,879
381
10
Advertising and promotion
1,931
1,960
(29)
(1)
Pennsylvania shares tax
1,337
1,126
211
19
Intangible amortization
1,567
1,223
344
28
Other professional fees and services
1,843
1,448
395
27
FDIC insurance
1,653
1,638
15
1
Other operating
9,155
8,672
483
6
Subtotal
72,000
67,757
4,243
6
Loss on sale or write-down of assets
87
132
(45)
(34)
Litigation and operational losses
582
2,181
(1,599)
(73)
Merger and acquisition related
165
—
165
—
Total noninterest expense
$
72,834
$
70,070
$
2,764
4
%
Noninterest expense increased $2.8 million for the three months ended September 30, 2025 compared to the same period in 2024. The increase is primarily a result of a $2.1 million increase in salaries and employee benefits expense due to annual merit increases, increased severance expense and a higher number of full time equivalent employees. In addition, other operating expense increased $0.5 million primarily due to loan related appraisal and credit reporting expenses.
Offsetting these increases was a decrease of $1.6 million in litigation and operational losses due to the recognition of $1.1 million in unusual fraud expense during the three months ended September 30, 2024.
Income Tax
The provision for income taxes increased $2.0 million for the three months ended September 30, 2025, compared to the corresponding period in 2024.
The effective tax rate decreased 60 basis points from 20.8% for the
three months ended
September 30, 2024
to 20.2% for the
three months ended September 30, 2025.
We applied the “annual effective tax rate approach” to determine the provision for income taxes, which applies an annual forecast of tax expense as a percentage of expected full year income, for the three months ended September 30, 2025 and 2024.
77
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
Liquidity
Liquidity refers to our ability to meet the cash flow requirements of depositors and borrowers, as well as our operating cash needs, with cost-effective funding. We generate funds to meet these needs primarily through the core deposit base of First Commonwealth Bank and the maturity or repayment of loans and other interest-earning assets, including investments. During the first nine months of 2025, the sale, maturity and redemption of investment securities provided $303.8 million in liquidity. These funds contributed to the liquidity available to originate loans, purchase investment securities and fund depositor withdrawals.
The following represents our expanded sources of liquidity as of September 30, 2025:
Total Available
Amount Used
Outstanding Letters of Credit
Net Available
(dollars in thousands)
Internal liquidity sources
Unencumbered securities
$
457,140
$
—
$
—
$
457,140
Other (excess pledged)
61,633
—
—
61,633
External liquidity sources
FHLB advances
2,686,261
247,757
8,220
2,430,284
FRB borrowings
1,114,664
—
—
1,114,664
Lines with other financial institutions
160,000
—
—
160,000
CDARs
(1)
1,228,247
77,033
—
1,151,214
Total liquidity
$
5,707,945
$
324,790
$
8,220
$
5,374,935
(1)
Reflects internal policy limit. Maximum capacity with CDARs is $1.8 billion.
Our participation in the Certificate of Deposit Account Registry Services (“CDARS”) program is part of an Asset/Liability Committee (“ALCO”) strategy to increase and diversify funding sources. As of September 30, 2025, the outstanding CDARS balance of $77.0 million carried an average weighted rate of 3.49% and an average original term of 85 days. These deposits are part of two different programs, a reciprocal program that allows our depositors to receive expanded FDIC coverage by placing multiple certificates of deposit at other CDARS member banks, and brokered deposits. The reciprocal deposits represent $14.9 million and carry an average weighted rate of 2.92% and an average original term of 322 days while the brokered deposits total $62.1 million and carry an average weighted rate of 3.63% and an average original term of 28 days.
Liquidity available through the Federal Reserve is a result of the FRB Borrower-in-Custody of Collateral program, which enables us to take certain loans that are not being used as collateral at the FHLB and pledge them as collateral for borrowings at the FRB.
78
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
First Commonwealth’s long-term liquidity source is its core deposit base. Core deposits are the most stable source of liquidity a bank can have due to the long-term relationship with a deposit customer. The following table shows a breakdown of the components of First Commonwealth’s deposits:
September 30, 2025
December 31, 2024
Originated
Acquired
(a)
Amount
Amount
(dollars in thousands)
Noninterest-bearing demand deposits
$
2,378,751
$
41,484
$
2,420,235
$
2,249,615
Interest-bearing demand deposits
1,891,377
13,004
1,904,381
1,855,633
Savings deposits
3,970,714
133,190
4,103,904
3,822,305
Time deposits
1,712,513
90,307
1,802,820
1,750,466
Total
$
9,953,355
$
277,985
$
10,231,340
$
9,678,019
(a)
Reflects the deposit balances, including purchase accounting marks, of deposits acquired from Center as of the acquisition date of April 30, 2025.
In the table above, compared to amounts previously disclosed, deposits for December 31, 2024 reflect a reclassification of $1.2 billion out of savings deposits into interest-bearing demand deposits. This reclassification removes the impact of an internal sweep program that has historically been in place for regulatory reserve requirements. In the second quarter of 2025, the internal sweep program was terminated; therefore for consistency purposes, interest-bearing demand deposits and savings deposits for periods prior to June 30, 2025 are now shown without the deposit reclassification.
The level of deposits during any period is influenced by factors outside of management’s control, such as the level of short-term and long-term market interest rates and yields offered on competing investments, such as money market mutual funds.
During the first nine months of 2025, total deposits increased $553.3 million, of which $278.0 million was from the Center acquisition. Interest-bearing demand and savings deposits increased $330.3 million, $146.2 million of which relates to Center, time deposits increased $52.4 million, with $90.3 million of the increase due to the Center acquisition offset by $38.0 million decrease in organic deposits; and noninterest-bearing demand deposits increased $170.6 million, $41.5 million of which relates to Center.
The estimated total of uninsured deposits was $3.0 billion and $2.6 billion at September 30, 2025 and December 31, 2024, respectively, of which $0.5 billion and $0.7 billion were secured by pledged investment securities or letters of credit as of September 30, 2025 and December 31, 2024, respectively. Uninsured amounts are estimated based on known account relationships for each depositor and insurance guidelines provided by the FDIC.
Market Risk
The following gap analysis compares the difference between the amount of interest-earning assets and interest-bearing liabilities subject to repricing over a period of time. The ratio of rate-sensitive assets to rate-sensitive liabilities repricing within a one-year period was 0.88 and 0.68 at September 30, 2025 and December 31, 2024, respectively. A ratio of less than one indicates a higher level of repricing liabilities over repricing assets over the next twelve months. The level of First Commonwealth's ratio is largely driven by the modeling of interest-bearing non-maturity deposits, which are included in the analysis as repricing within one year.
Gap analysis has limitations due to the static nature of the model, which holds volumes and consumer behaviors constant in all economic and interest rate scenarios. A lower level of rate sensitive assets to rate sensitive liabilities repricing in one year could indicate reduced net interest income in a rising interest rate scenario, and conversely, increased net interest income in a declining interest rate scenario. However, the gap analysis incorporates only the level of interest-earning assets and interest-bearing liabilities and not the sensitivity each has to changes in interest rates. The impact of the sensitivity to changes in interest rates is provided in the table below the gap analysis.
79
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
The following is the gap analysis as of September 30, 2025 and December 31, 2024:
September 30, 2025
0-90 Days
91-180
Days
181-365
Days
Cumulative
0-365 Days
Over 1 Year
Through 5
Years
Over 5
Years
(dollars in thousands)
Loans and leases
$
3,920,984
$
480,667
$
819,508
$
5,221,159
$
3,275,476
$
1,076,535
Investments
94,004
60,822
129,581
284,407
679,393
661,745
Other interest-earning assets
42,920
—
—
42,920
—
1,250
Total interest-sensitive assets (ISA)
4,057,908
541,489
949,089
5,548,486
3,954,869
1,739,530
Certificates of deposit
62,676
2,879
11,478
77,033
—
—
Other deposits
6,008,285
—
—
6,008,285
—
—
Borrowings
228,519
—
—
228,519
50,000
—
Total interest-sensitive liabilities (ISL)
6,299,480
2,879
11,478
6,313,837
50,000
—
Gap
$
(2,241,572)
$
538,610
$
937,611
$
(765,351)
$
3,904,869
$
1,739,530
ISA/ISL
0.64
188.08
82.69
0.88
79.10
—
Gap/Total assets
18.21
%
4.38
%
7.62
%
6.22
%
31.72
%
14.13
%
December 31, 2024
0-90 Days
91-180
Days
181-365
Days
Cumulative
0-365 Days
Over 1 Year
Through 5
Years
Over 5
Years
(dollars in thousands)
Loans and leases
$
3,668,849
$
423,523
$
738,672
$
4,831,044
$
3,212,002
$
851,465
Investments
57,039
50,445
119,475
226,959
675,061
771,365
Other interest-earning assets
27,160
—
—
27,160
—
1,198
Total interest-sensitive assets (ISA)
3,753,048
473,968
858,147
5,085,163
3,887,063
1,624,028
Certificates of deposit
681,794
410,573
552,392
1,644,759
104,383
1,218
Other deposits
5,677,938
—
—
5,677,938
—
—
Borrowings
159,245
211
423
159,879
179,508
—
Total interest-sensitive liabilities (ISL)
6,518,977
410,784
552,815
7,482,576
283,891
1,218
Gap
$
(2,765,929)
$
63,184
$
305,332
$
(2,397,413)
$
3,603,172
$
1,622,810
ISA/ISL
0.58
1.15
1.55
0.68
13.69
1,333.36
Gap/Total assets
23.88
%
0.55
%
2.64
%
20.69
%
31.10
%
14.01
%
The following table presents an analysis of the potential sensitivity of our annual net interest income to gradual changes in interest rates over a 12-month time frame as compared with net interest income if rates remained unchanged and there are no changes in balance sheet categories.
Net interest income change (12 months) for basis point movements of:
-200
-100
+100
+200
(dollars in thousands)
September 30, 2025 ($)
$
(2,739)
$
(1,202)
$
3,805
$
7,494
September 30, 2025 (%)
(0.67)
%
(0.29)
%
0.93
%
1.83
%
December 31, 2024 ($)
$
(8,351)
$
(4,213)
$
5,101
$
9,080
December 31, 2024 (%)
(2.07)
%
(1.05)
%
1.27
%
2.25
%
80
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
The following table represents the potential sensitivity of our annual net interest income to immediate changes in interest rates versus if rates remained unchanged and there are no changes in balance sheet categories.
Net interest income change (12 months) for basis point movements of:
-200
-100
+100
+200
(dollars in thousands)
September 30, 2025 ($)
$
(8,672)
$
(3,724)
$
11,774
$
22,642
September 30, 2025 (%)
(2.11)
%
(0.91)
%
2.87
%
5.51
%
December 31, 2024 ($)
$
(28,123)
$
(13,449)
$
13,690
$
25,374
December 31, 2024 (%)
(6.98)
%
(3.34)
%
3.40
%
6.30
%
The Company evaluates its potential interest rate sensitivity by utilizing several interest rate scenarios that incorporate both rising and declining rates. Results of these scenarios are impacted by variables that include the current level of interest rates, product characteristics such as floors and ceilings, the frequency with which variable rate products reset their rates, and projected pricing changes for non-maturity deposits. For example, the results in a declining rate scenario could be affected by the model's use of an assumed interest rate floor of zero. For the nine months ended September 30, 2025 and 2024, the cost of our interest-bearing liabilities averaged 2.58% and 2.84%, respectively, and the yield on our average interest-earning assets, on a fully taxable equivalent basis, averaged 5.68% and 5.63%, respectively.
Asset/liability models require that certain assumptions be made, such as prepayment rates on earning assets and the impact of pricing on non-maturity deposits, which may differ from actual experience. These business assumptions are based upon our experience, business plans and published industry experience. While management believes such assumptions to be reasonable, there can be no assurance that modeled results will approximate actual results.
Credit Risk
Management of credit risk within our loan and lease portfolio is a focus of the Company and is a continuous process in order to address changing economic and lending environments. In order to identify and manage credit risk, segment and concentration limits are established and approved by our Board of Directors’ Risk Committee in order to maintain alignment with our credit risk appetite, loan strategic plan, loan policy and underwriting guidelines. In addition, our Credit Department completes industry studies to identify potential risk in the portfolio. For example, within the commercial real estate portfolio, industry studies are completed for the following sectors: hospitality, industrial, multifamily, office, retail, senior living, healthcare and student housing. All industry studies are completed on an annual basis with the exception of senior living and healthcare which are completed every other year.
On an annual basis, the Credit Department also reviews the commercial real estate portfolio as a whole, along with underwriting practices and loan level stress testing procedures, to enhance risk management practices and monitor commercial real estate concentrations. This review provides an overview of the portfolio to ensure that emerging risks have been identified, and documents and validates the standard interest rate and capitalization rate stress scenarios.
First Commonwealth maintains an allowance for credit losses at a level deemed sufficient for losses inherent in the loan and lease portfolio at the date of each statement of financial condition. Management reviews the appropriateness of the allowance on a quarterly basis to ensure that the provision for credit losses has been charged against earnings in an amount necessary to maintain the allowance at a level that is appropriate based on management’s assessment of estimated expected losses.
First Commonwealth’s methodology for assessing the appropriateness of the allowance for credit losses consists of several key elements. These elements include an assessment of individual nonperforming loans with a balance greater than $250 thousand, loss experience trends and other relevant factors.
First Commonwealth also maintains a reserve for unfunded loan commitments and letters of credit based upon credit risk and probability of funding. The reserve totaled $8.6 million at September 30, 2025 and is classified in "Other liabilities" on the unaudited Consolidated Statements of Financial Condition.
We discontinue interest accruals on a loan when, based on current information and events, it is probable that we will be unable to fully collect principal or interest due according to the contractual terms of the loan. A loan is also placed on nonaccrual status when, based on regulatory definitions, the loan is maintained on a “cash basis” due to the weakened financial condition of the borrower. Generally, loans 90 days or more past due are placed on nonaccrual status, except for consumer loans, which are
81
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
placed on nonaccrual status at 150 days past due. Consumer loans related to automobile and recreational vehicles are either charged off or repossessed at no later than 90 days past due.
Nonperforming loans are closely monitored on an ongoing basis as part of our loan review and work-out process. The probable risk of loss on these loans is evaluated by comparing the loan balance to the estimated fair value of any underlying collateral or the present value of projected future cash flows. Losses or a specifically assigned allowance for loan losses are recognized where appropriate.
Nonperforming loans and leases, including loans held for sale, increased $27.2 million to $88.7 million at September 30, 2025, compared to $61.5 million at December 31, 2024. The increase in nonperforming loans is primarily the results of a dealer floor plan relationship with a balance of $16.0 million at September 30, 2025 that was determined to be out of trust during the second quarter of 2025. This relationship totaled $31.9 million when placed in nonaccrual in the second quarter of 2025 and was reduced by a $10.4 million payment from the liquidation and sale of collateral and $5.5 million due to a chargeoff recorded in the third quarter of 2025. As of September 30, 2025, specific reserves of $3.1 million are included in the allowance for credit losses for this relationship. Other additions to nonaccrual during the nine months ended September 30, 2025 include $15.9 million in commercial relationships. Offsetting these additions are payoffs of nonperforming loans totaling $11.2 million. Charge-offs for the nine months ended September 30, 2025 totaled $26.0 million and included $12.8 million related to commercial, financial, agricultural and other loans, which is inclusive of the previously mentioned $5.5 million dealer floorplan charge-off, and $5.1 million in commercial real estate loans.
The allowance for credit losses as a percentage of nonperforming loans was 148.04% as of September 30, 2025, compared to 193.48% at December 31, 2024, and 168.77% at September 30, 2024. The amount of individually assessed reserves included in the allowance for nonperforming loans and leases was determined by using fair values obtained from current appraisals and updated discounted cash flow analyses. The allowance for credit losses includes specific allocations of $9.1 million and general reserves of $120.5 million as of September 30, 2025. Specific reserves increased $3.4 million in comparison to December 31, 2024 and $5.2 million from September 30, 2024. The increase in specific reserves compared to December 31, 2024 is primarily due to a $3.1 million specific reserve established for the $16.0 million dealer floor plan relationship placed on nonaccrual status in the second quarter of 2025 and $3.6 million in a day-1 allowance for credit losses recognized related to PCD loans acquired from Center.
Criticized loans totaled $248.2 million at September 30, 2025 and represented 2.6% of the loan portfolio. The level of criticized loans increased as of September 30, 2025 when compared to December 31, 2024, by $24.0 million, or 11%. Classified loans totaled $124.9 million at September 30, 2025 compared to $96.3 million at December 31, 2024, an increase of $28.6 million, or 30%. The higher level of classified loans can be attributed to the increase in nonperforming loans as previously discussed.
The allowance for credit losses was $129.6 million at September 30, 2025, or 1.34% of total loans and leases outstanding, compared to 1.32% reported at December 31, 2024, and 1.41% at September 30, 2024. General reserves, or the portion of the allowance related to loans that were not specifically evaluated, as a percentage of performing loans were 1.25% at September 30, 2025 compared to 1.24% at December 31, 2024 and 1.26% at September 30, 2024.
82
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
The following table provides information related to nonperforming assets, the allowance for credit losses and other credit-related measurements:
September 30,
December 31, 2024
2025
2024
(dollars in thousands)
Nonperforming Loans:
Loans on nonaccrual basis
$
76,622
$
50,929
$
45,827
Loans held for sale on a nonaccrual basis
1,138
—
—
Loans on nonaccrual basis - acquisition
10,925
23,794
15,629
Total nonperforming loans
$
88,685
$
74,723
$
61,456
Loans past due 30 to 90 days and still accruing
$
38,792
$
35,133
$
20,118
Loans past due in excess of 90 days and still accruing
$
2,117
$
1,191
$
2,064
Other real estate owned
$
853
$
669
$
895
Loans held for sale at end of period
$
62,566
$
46,785
$
51,991
Portfolio loans and leases outstanding at end of period
$
9,688,288
$
8,965,500
$
8,983,754
Average loans and leases outstanding
$
9,386,232
(a)
$
9,006,908
(a)
$
9,013,742
(b)
Nonperforming loans as a percentage of total loans and leases
0.91
%
0.83
%
0.68
%
Provision for credit losses on loans and leases
(e)
$
21,863
(a)
$
25,883
(a)
$
32,368
(b)
Allowance for credit losses
$
129,605
$
126,112
$
118,906
Net charge-offs
$
18,103
(a)
$
17,489
(a)
$
31,180
(b)
Net charge-offs as a percentage of average loans and leases outstanding (annualized)
0.26
%
0.26
%
0.35
%
Provision for credit losses as a percentage of net charge-offs
(e)
120.77
%
(a)
148.00
%
(a)
103.81
%
(b)
Allowance for credit losses as a percentage of end-of-period loans and leases outstanding
(c)
1.34
%
1.41
%
1.32
%
Allowance for credit losses as a percentage of nonperforming loans
(d)
148.04
%
168.77
%
193.48
%
(a)
For the nine-month period ended.
(b)
For the twelve-month period ended.
(c)
Does not include loans held for sale.
(d)
Does not include nonperforming loans held for sale.
(e)
Does not include provision for credit losses on loans and leases - acquisition day 1 non-PCD.
The following tables show the outstanding balances of our loan and lease portfolio and the breakdown of net charge-offs and nonperforming loans, excluding loans held for sale, by loan type as of and for the periods presented:
September 30, 2025
December 31, 2024
Originated
Acquired
(a)
Amount
%
Amount
%
(dollars in thousands)
Commercial, financial, agricultural and other
$
1,947,792
$
61,233
$
2,009,025
21
%
$
1,677,989
19
%
Real estate construction
411,921
33,521
445,442
5
483,384
5
Residential real estate
2,299,805
82,920
2,382,725
24
2,341,703
26
Commercial real estate
3,294,234
114,567
3,408,801
35
3,124,704
35
Loans to individuals
1,441,918
377
1,442,295
15
1,355,974
15
Total loans and leases, net of unearned income
$
9,395,670
$
292,618
$
9,688,288
100
%
$
8,983,754
100
%
(a)
Reflects the balances, excluding loans held for sale and including purchase accounting marks, of loans acquired from Center as of the acquisition date of April 30, 2025.
During the nine months ended September 30, 2025, loans increased $704.5 million compared to balances outstanding at December 31, 2024, $292.6 million of which can be attributed to the Center acquisition.
Originated commercial, financial, agricultural and other loans increased $269.8 million, or 16.1%, of which $207.0 million can be attributed to growth in the equipment finance portfolio. Originated real estate construction loans decreased $71.5 million, or
83
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
14.8%, due to commercial real estate projects that were completed and moved to permanent funding. Originated residential real estate decreased $41.9 million, or 1.8%, primarily due to a decline in residential first lien loans. Originated commercial real estate loans increased $169.5 million, or 5.4%, as a result of growth in loans secured by non-owner occupied commercial real estate. Originated loans to individuals increased $85.9 million, or 6.3%, primarily due to growth in the automobile and recreational vehicles portfolio, offset by a decline in the personal line of credit portfolio.
Commercial real estate comprises 35% of our total loan portfolio. Commercial real estate loans are collateralized by real estate properties including, but not limited to, multifamily properties, office, retail, hotels and student housing. The following table summarizes the commercial real estate portfolio by type of property securing the credit.
September 30, 2025
December 31, 2024
Amount
%
Amount
%
(dollars in thousands)
Land
$
3,859
0.1
%
$
4,495
0.1
%
Residential 1-4
6,736
0.2
11,735
0.4
Industrial and storage
678,799
19.9
522,480
16.7
Multifamily
652,517
19.1
610,442
19.5
Office
515,200
15.1
533,216
17.1
Healthcare
156,570
4.6
153,609
4.9
Student housing
143,905
4.2
126,688
4.1
Retail
810,938
23.8
768,067
24.6
Hospitality
238,390
7.0
191,372
6.1
Specialty use
199,652
5.9
196,946
6.3
Other
2,235
0.1
5,654
0.2
Total
$
3,408,801
100.0
%
$
3,124,704
100.0
%
The following tables represent our commercial real estate portfolio by type of property securing the credit as of September 30, 2025. Total non-pass commercial real estate loans decreased by $1.2 million to $111.0 million when compared to December 31, 2024.
Pass
OAEM
Substandard Accruing
Substandard Nonaccruing
Total Non-Pass
Total
% Non-Pass
(dollars in thousands)
Land
$
3,859
$
—
$
—
$
—
$
—
$
3,859
—
%
Residential 1-4
6,432
—
304
—
304
6,736
4.5
Industrial and storage
671,660
1,860
4,540
739
7,139
678,799
1.1
Multifamily
618,525
24,861
35
9,096
33,992
652,517
5.2
Office
495,096
9,514
217
10,373
20,104
515,200
3.9
Healthcare
151,913
4,307
311
39
4,657
156,570
3.0
Student housing
143,905
—
—
—
—
143,905
—
Retail
783,193
6,210
15,252
6,283
27,745
810,938
3.4
Hospitality
231,961
5,030
—
1,399
6,429
238,390
2.7
Specialty use
189,103
8,904
650
995
10,549
199,652
5.3
Other
2,140
95
—
—
95
2,235
4.3
Total
$
3,297,787
$
60,781
$
21,309
$
28,924
$
111,014
$
3,408,801
3.3
%
The office portfolio comprises 15% of total commercial real estate loans and 18% of total commercial real estate non-pass loans. The average loan commitment size for the office portfolio is $1.1 million and the average outstanding balance as of September 30, 2025 is $1.0 million. Within the office portfolio, exposures over $1.0 million have an average debt service coverage ratio of 1.48x, which is in line with our internal guidelines of 1.35x to 1.50x, depending on property class. These internal guidelines were updated in July 2025 to 1.35x to 1.50x. Additionally, for loans with exposure over $1.0 million, the
84
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
office portfolio has an average loan to value of 55.0% compared to internal guidelines of 60-75%, depending on property class. Our current measure is based off of the most recent appraisal on file, the majority of which are from origination.
As previously noted, portfolio segment limits are approved by our Board of Directors' Risk Committee. These segment limits incorporate loan commitments and are based off of total Tier 1 capital plus the allowable allowance for credit losses. In the second quarter of 2024, after considering the current environment and potential risks related to the office portfolio, the segment limit for the office portfolio was decreased from 65% to 50%, with the actual segment concentration at 37.0% as of September 30, 2025.
The following table summarizes commercial real estate loans by the location of the properties by which they are collateralized as of September 30, 2025. Some loans are collateralized by multiple properties spread over various states. In those instances, the loan is included below based on the location of the primary property collateralizing the loan.
Balance
% of Total
(dollars in thousands)
Pennsylvania
$
1,544,428
45
%
Ohio
1,391,086
41
Kentucky
108,032
3
New Jersey
56,019
2
New York
44,492
1
Indiana
40,348
1
Other
224,396
7
$
3,408,801
100
%
When calculating the allowance for credit losses the commercial real estate portfolio is segmented into three portfolio segments: multifamily, non-owner occupied and owner occupied. For additional information related to these segments, including credit quality, see Note 8 "Loans and Leases and Allowance for Credit Losses" of the unaudited consolidated financial statements.
As indicated in the table below, commercial real estate and commercial, financial and agricultural and other loans represent a significant portion of the nonperforming loans as of September 30, 2025.
For the Nine Months Ended September 30, 2025
As of September 30, 2025
Net
Charge-
offs
% of
Total Net
Charge-offs
Net Charge-
offs as a % of
Average
Loans (annualized)
Nonperforming
Loans
% of Total
Nonperforming
Loans
Nonperforming
Loans as a % of
Total Loans
(dollars in thousands)
Commercial, financial, agricultural and other
$
7,982
44.10
%
0.12
%
$
44,738
51.10
%
0.46
%
Real estate construction
829
4.58
0.01
1,511
1.73
0.02
Residential real estate
149
0.82
—
12,355
14.11
0.13
Commercial real estate
4,932
27.24
0.07
28,924
33.04
0.30
Loans to individuals
4,211
23.26
0.06
19
0.02
—
Total loans and leases, net of unearned income
$
18,103
100.00
%
0.26
%
$
87,547
100.00
%
0.91
%
Net charge-offs for the nine months ended September 30, 2025 totaled $18.1 million, compared to $17.5 million for the nine months ended September 30, 2024. C
harge-offs during the nine months ended September 30, 2025 were primarily in the commercial real estate and loans to individual categories. See discussions related to the provision for credit losses and loans for more information.
Capital Resources
At September 30, 2025, shareholders’ equity was $1.5 billion, an increase of $136.7 million from December 31, 2024. The increase was primarily the result of $107.4 million in net income, $45.9 million in common shares issued in conjunction with the Center acquisition and a $33.3 million increase in the fair value of available for sale investments and interest rate swaps,
85
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
which is reflected in the Other Comprehensive Income component of capital. Other items impacting capital include a $4.5 million increase related to the reissuance of treasury stock and decreases resulting from $41.5 million of dividends paid to shareholders and $12.9 million of common stock repurchases. Cash dividends declared per common share were $0.40 for the nine months ended September 30, 2025.
First Commonwealth and First Commonwealth Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on First Commonwealth’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, First Commonwealth and First Commonwealth Bank must meet specific capital guidelines that involve quantitative measures of First Commonwealth’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. First Commonwealth’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting and other factors.
Effective January 1, 2015, the Company became subject to the new regulatory risk-based capital rules adopted by the federal banking agencies implementing Basel III. The most significant changes included higher minimum capital requirements, as the minimum Tier I capital ratio increased from 4.0% to 6.0% and a new common equity Tier I capital ratio was established with a minimum level of 4.5%. Additionally, the rules improved the quality of capital by providing stricter eligibility criteria for regulatory capital instruments and provide for a phase-in, beginning January 1, 2016, of a capital conservation buffer of 2.5% of risk-weighted assets. This buffer, which was fully phased-in as of January 1, 2019, provides a requirement to hold common equity Tier 1 capital above the minimum risk-based capital requirements, resulting in an effective common equity Tier I risk-weighted asset minimum ratio of 7.0% on a fully phased-in basis.
The Basel III Rules also permit banking organizations with less than $15.0 billion in assets to retain, through a one-time election, the existing treatment for accumulated other comprehensive income, which currently does not affect regulatory capital. The Company elected to retain this treatment, which reduces the volatility of regulatory capital levels.
In 2018, First Commonwealth Bank, the Company's banking subsidiary, issued $100 million in subordinated debt, of which $50 million remained outstanding at September 30, 2025, which under the regulatory rules qualifies as Tier II capital. As of September 30, 2025, this subordinated debt issuance increased the total risk-based capital ratio by 49 basis points.
As of September 30, 2025, First Commonwealth and First Commonwealth Bank met all capital adequacy requirements to which they are subject and were considered well-capitalized under the regulatory rules. To be considered well capitalized, the Company must maintain minimum Total risk-based capital, Tier I risk-based capital, Tier I leverage ratio and Common equity tier I risk-based capital as set forth in the table below:
Actual
Minimum Capital Required
Required to be Considered Well Capitalized
Capital
Amount
Ratio
Capital
Amount
Ratio
Capital
Amount
Ratio
(dollars in thousands)
Total Capital to Risk Weighted Assets
First Commonwealth Financial Corporation
$
1,462,816
14.39
%
$
1,067,502
10.50
%
$
1,016,668
10.00
%
First Commonwealth Bank
1,363,495
13.44
1,065,300
10.50
1,014,572
10.00
Tier I Capital to Risk Weighted Assets
First Commonwealth Financial Corporation
$
1,286,208
12.65
%
$
864,168
8.50
%
$
813,335
8.00
%
First Commonwealth Bank
1,187,146
11.70
862,386
8.50
811,658
8.00
Tier I Capital to Average Assets
First Commonwealth Financial Corporation
$
1,286,208
10.80
%
$
476,393
4.00
%
$
595,491
5.00
%
First Commonwealth Bank
1,187,146
9.99
475,325
4.00
594,156
5.00
Common Equity Tier I to Risk Weighted Assets
First Commonwealth Financial Corporation
$
1,216,208
11.96
%
$
711,668
7.00
%
$
660,834
6.50
%
First Commonwealth Bank
1,187,146
11.70
710,200
7.00
659,472
6.50
On October 28, 2025, First Commonwealth Financial Corporation declared a quarterly dividend of $0.135 per share payable on November 21, 2025 to shareholders of record as of November 7, 2025. The timing and amount of future dividends are at the discretion of First Commonwealth's Board of Directors based upon, among other factors, capital levels, asset quality, liquidity and current and projected earnings.
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ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
New Accounting Pronouncements
In December 2023, FASB released Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional disclosure information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate (the rate reconciliation) for federal, state and foreign income taxes. ASU 2023-09 also requires greater detail about individual reconciling items in the rate reconciliation for those items that exceed a specified threshold. In addition to the new rate reconciliation disclosures, ASU 2023-09 requires information related to taxes paid (net of refunds received) to be disaggregated for federal, state and foreign taxes, along with further disaggregation for specific jurisdictions, to the extent the related amounts exceed a quantitative threshold. ASU 2023-09 is effective for the Company for annual periods beginning after December 15, 2024. ASU 2023-09 should be applied prospectively, with an option for retrospective application to each period in the financial statements. The updated guidance, which was adopted on January 1, 2025, and is effective for annual reporting periods, has no impact on our consolidated financial statements.
In November 2024, FASB released Accounting Standards Update 2024-03 ("ASU 2024-03"), “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 requires disaggregated disclosure of certain expense categories included in the Company's consolidated statement of income. The required disclosure categories include, among other items, employee compensation, depreciation, and intangible asset amortization. Additionally, entities must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective, on a prospective basis, for annual reporting periods beginning after December 15, 2026, with early adoption permitted. ASU 2024-03 should be applied prospectively, with an option for retrospective application to each period in the financial statements. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
Information appearing in Item 2 of this report under the caption “Market Risk” is incorporated by reference in response to this item.
ITEM 4.
Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 under the Securities Exchange Act of 1-934 (the “Exchange Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms of the Securities and Exchange Commission.
FIRST COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
ITEM 1.
LEGAL PROCEEDINGS
The information required by this item is set forth in Part I, Item 1, Note 6, "Commitments and Contingent Liabilities," which is incorporated herein by reference in response to this item.
ITEM 1A.
RISK FACTORS
There have been no material changes to the risk factors previously disclosed under Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On October 26, 2021, a share repurchase program was authorized for up to $25.0 million in shares of the Company's common stock with a $25 million increase in April of 2023 and a $25.0 million increase in July of 2025. The following table details the amount of shares repurchased under this program in the third quarter of 2025:
Month Ending:
Total Number of
Shares
Purchased
Average Price
Paid per Share
(or Unit)
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Number
of Shares that
May Yet Be
Purchased Under
the Plans or
Programs*
July 31, 2025
—
$
—
—
1,890,217
August 31, 2025
381,740
16.52
381,740
1,402,839
September 30, 2025
243,743
17.27
243,743
1,213,524
Total
625,483
$
16.81
625,483
* Remaining number of shares approved under the Plan is based on the market value of the Company's common stock of $16.51 at July 31, 2025, $17.75 at August 31, 2025 and $17.05 at September 30, 2025.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable
ITEM 5.
OTHER INFORMATION
None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during quarter ended September 30, 2025, as such terms are defined under Item 408(a) of Regulation S-K. On August 19, 2025, the Corporation entered into a Rule 10b5-1 Issuer Repurchase Plan with a registered broker to effect repurchases of the Corporation’s common stock under the Corporation’s treasury stock repurchase program. The Rule 10b5-1 plan provided for termination upon the earlier of $5,000,000 in shares of common stock authorized for repurchase having been repurchased or after market close on October 31, 2025. The Rule 10b5-1 plan terminated on October 1, 2025 when the aggregate total of all purchases of shares of common stock reached $5,000,000.
The following materials from First Commonwealth Financial Corporation’s Quarterly Report on Form 10-Q, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statements of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to Unaudited Consolidated Financial Statements. Note that XBRL tags are embedded within the document.
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 thereunto duly authorized.
FIRST COMMONWEALTH FINANCIAL CORPORATION
(Registrant)
DATED: November 10, 2025
/s/ T. Michael Price
T. Michael Price
President and Chief Executive Officer
DATED: November 10, 2025
/s/ James R. Reske
James R. Reske
Executive Vice President, Chief Financial Officer and Treasurer
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