As filed with the Securities and Exchange Commission on December 2,19, 2022

Registration No. 333-267944

UNITEDSTATES

SECURITIESANDEXCHANGECOMMISSION

WASHINGTON, D.C. 20549

Amendment No. 12

to the

FORM S-4

REGISTRATIONSTATEMENT

UNDER

THESECURITIESACTOF 1933

FIRST COMMONWEALTH FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

601 Philadelphia Street

Indiana, PA 15701

724-349-7220

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

James R. Reske

Executive Vice President and Chief Financial Officer

First Commonwealth Financial Corporation

601 Philadelphia Street

Indiana, Pennsylvania 15701

(724) 349-7220

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

(Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.

The information in this proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED DECEMBER 2,19, 2022

PROXY STATEMENT FOR THE SPECIAL MEETING OF

CENTRIC FINANCIAL CORPORATION SHAREHOLDERS

and

PROSPECTUS OF

FIRST COMMONWEALTH FINANCIAL CORPORATION

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

On August 30, 2022, First Commonwealth Financial Corporation (“FCF”) and Centric Financial Corporation (“CFC”) entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”), pursuant to which CFC will merge into FCF, with FCF as the surviving corporation, in a transaction we refer to as the “merger.” Following the completion of the merger, at a time to be determined by the FCF board of directors, Centric Bank, a wholly owned subsidiary of CFC, will merge with and into First Commonwealth Bank, a wholly owned subsidiary of FCF, with First Commonwealth Bank as the surviving bank, in a transaction we refer to as the “bank merger.”

Under the terms of the merger agreement, CFC shareholders will receive 1.09 shares, which we refer to as the “exchange ratio,” of FCF common stock for each share of CFC Class A voting common stock (“CFC common stock”). Each outstanding option and warrant to acquire shares of CFC common stock will be cancelled in exchange for shares of FCF common stock equal to the value of the option or warrant, if any. FCF shareholders will continue to own their existing shares of FCF common stock. Although the number of shares of FCF common stock that each CFC shareholder will receive is fixed, the market value of the merger consideration will fluctuate with the market price of FCF common stock and will not be known at the time CFC shareholders vote on the merger agreement. Based on the 10-day volume weighted average closing price of FCF common stock of $14.86 on August 29, 2022, the last trading day before the public announcement of the merger, the implied per share purchase price is $16.20, with an aggregate transaction value of approximately $144.0 million. As of [                ],December 15, 2022, the closing price of FCF common stock was $[        ]$13.57 per share, and the implied per share purchase price is $[        ].$14.79. We urge you to obtain current market quotations of FCF common stock (NYSE trading symbol “FCF”) and CFC common stock (OTC Pink trading symbol “CFCX”).

We expect the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, CFC shareholders generally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of CFC common stock for FCF common stock in the merger, except with respect to any cash received by holders of CFC common stock in lieu of fractional shares of FCF common stock.

Based on the number of shares of CFC common stock outstanding or reserved for issuance as of [                ],December 15, 2022, FCF expects to issue approximately [                ]9.7 million shares of FCF common stock to CFC shareholders in the aggregate in the merger. We estimate that former CFC shareholders will own approximately 9.4% of the common stock of FCF following the completion of the merger and existing FCF shareholders will own approximately 90.6% of the common stock of FCF following the completion of the merger.

CFC will hold a special meeting of its shareholders in connection with the merger. The special meeting of CFC is currently expected to be held completely virtual and conducted via live audio webcast on [                ],January 25, 2023 at [                ],10:00 a.m., Eastern Time. At the special meeting, in addition to other business, CFC will ask its shareholders to approve and adopt the merger agreement. Information about the meeting and the merger is contained in this proxy statement/prospectus. We urge you to read this proxy statement/prospectus carefully and in its entirety.

Holders of CFC non-voting common stock and holders of CFC preferred stock are not entitled to and are not requested to vote at the CFC special meeting.

The board of directors of CFC unanimously recommends that holders of CFC common stock vote “FOR” each of the proposals to be considered at the special meeting.

This document, which serves as a proxy statement for the special meeting of CFC shareholders and as a prospectus for the shares of FCF common stock to be issued in the merger to CFC shareholders, describes the special meeting of CFC shareholders, the merger, the documents related to the merger, and other related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 21 for a discussion of the risks you should consider in evaluating the proposed merger. You can also obtain information about FCF from documents that have been filed with the Securities and Exchange Commission that are incorporated into this proxy statement/prospectus by reference.

On behalf of the FCF and CFC, thank you for your prompt attention to this important matter.

Sincerely,

T. Michael Price President and Chief Executive Officer First Commonwealth Financial Corporation		Patricia A. Husic President and Chief Executive Officer Centric Financial Corporation

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either FCF or CFC, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying proxy statement/prospectus is dated [                ], 2022, and is first being mailed to holders of CFC common stock on or about [                ], 2022.

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about FCF from documents filed with the Securities and Exchange Commission, or SEC, that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by FCF at no cost from the SEC’s website at http://www.sec.report. You may also request copies of these documents, including documents incorporated by reference in this proxy statement/prospectus, at no cost by contacting FCF at the contact information set forth below:

First Commonwealth Financial Corporation

601 Philadelphia Street

Indiana, Pennsylvania 15701

Attention: Chief Risk Officer and General Counsel

Telephone: (800) 711-2265

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, CFC shareholders must request them no later than five business days before the date of the CFC shareholder meeting, or [                ],January 18, 2023.

If you are a CFC shareholder and have any questions about the merger agreement, the merger, the CFC special meeting or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, need a proxy card or need help voting your shares of CFC common stock, please contact Sandra L. Schultz, Chief Financial Officer of CFC, 1826 Good Hope Road, Enola, Pennsylvania 17025, telephone: (717) 657-7727 or by e-mail to investors@centricbank.com, or CFC’s proxy solicitor, Alliance Advisors LLC, by calling toll-free at (877) 728-5018 or by e-mail at CFCX@allianceadvisors.com.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [                ], 2022, and you should assume that the information in this proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this proxy statement/prospectus from another document is accurate as of the date of such other document or the date referenced in such other document with respect to particular information contained therein. Neither the mailing of this proxy statement/prospectus to the shareholders of CFC nor the issuance by FCF of shares of FCF common stock in connection with the merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding CFC has been provided by CFC and information contained in this proxy statement/prospectus regarding FCF has been provided by FCF.

Please see “Where You Can Find More Information” for more details.

Centric Financial Corporation

1826 Good Hope Road

Enola, Pennsylvania 17025

NOTICE OF SPECIAL MEETING OF CFC SHAREHOLDERS

To CFC Shareholders:

On August 30, 2022, First Commonwealth Financial Corporation (“FCF”) and Centric Financial Corporation (“CFC”) entered into an Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”). A copy of the merger agreement is attached as Annex A to the accompanying proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a special meeting (the “CFC special meeting”) of holders of CFC Class A voting common stock (“CFC common stock”) will be held on [                ],January 25, 2023 at [                ],10:00 a.m., Eastern Time. We are pleased to notify you of and invite you to the CFC special meeting, which will be held completely virtual and conducted via live audio webcast.

At the CFC special meeting, holders of CFC common stock will be asked to vote on the following matters:

The CFC special meeting will be completely virtual and conducted via live audio webcast because of the public health impact of the COVID-19 pandemic to enable our shareholders to participate from any location around the world that is convenient to them. You will be able to attend the CFC special meeting by first registering at http://viewproxy.com/Centric/2022SM/2023SM/htype.asp. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. Holders of CFC common stock will be able to listen, vote and submit questions during the virtual meeting.

The board of directors of CFC has fixed the close of business on [                ],October 27, 2022 as the record date for the CFC special meeting. Only holders of record of CFC common stock as of the close of business on the record date for the CFC special meeting are entitled to notice of the CFC special meeting or any adjournment or postponement thereof. Only holders of record of CFC common stock will be entitled to vote at the CFC special meeting or any adjournment or postponement thereof.

Holders of record of CFC common stock have the right to dissent from the merger agreement and the merger and obtain payment in cash of the appraised fair value of their shares of CFC common stock under applicable provisions of the Pennsylvania Business Corporation Law, or the PBCL. In order for a holder of CFC common stock to perfect his, her or its right to dissent, such holder must carefully follow the procedure set forth in the PBCL. A copy of the applicable statutory provisions of the PBCL is included as Annex B to the accompanying proxy statement/prospectus and a summary of these provisions can be found under the caption “The Merger — Dissenters’ Rights,” beginning on page 64 of the proxy statement/prospectus. The merger may not be completed if the holders of more than 5% of the outstanding shares of CFC common stock exercise dissenters’ rights.

The CFC board of directors unanimously recommends that holders of CFC common stock vote “FOR” the CFC merger proposal and “FOR” the CFC adjournment proposal.

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless holders of CFC common stock approve the CFC merger proposal. The affirmative vote of sixty-six and two-thirds percent (66-2/3%) of the outstanding shares of CFC common stock is required to approve the CFC merger proposal. Whether or not you plan to attend the CFC special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

By Order of the Board of Directors

Patricia A. Husic

President and Chief Executive Officer

Centric Financial Corporation

[                ], 2022

TABLE OF CONTENTS

i

ii

iii

QUESTIONS AND ANSWERS

The following are some questions that you may have about the merger and the CFC special meeting, and brief answers to those questions. We urge you to carefully read the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger or the CFC special meeting. Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 96.

In this proxy statement/prospectus, unless the context otherwise requires:

Each share of CFC common stock issued and outstanding immediately prior to the effective time, except for shares of CFC common stock owned by CFC as treasury stock or owned by CFC or FCF (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) and except for shares for which appraisal rights have been exercised, will be converted into the right to receive 1.09 shares (the “exchange ratio”) of FCF common stock (the “merger consideration”).

After completion of the merger, CFC will cease to exist. Holders of FCF common stock will continue to own their existing shares of FCF common stock. See the information provided in the section entitled “The Merger Agreement—Structure of the Merger” beginning on page 67 and the merger agreement for more information about the merger.

In order to complete the merger, among other things, CFC shareholders must approve and adopt the merger agreement (the “CFC merger proposal”).

In order to approve the merger agreement and related matters, CFC has called a special meeting of its shareholders (the “CFC special meeting”). This document serves as the proxy statement for the CFC special meeting and describes the proposals to be presented at the CFC special meeting.

This document is also a prospectus that is being delivered to holders of CFC common stock because, pursuant to the merger agreement, FCF is offering shares of FCF common stock to holders of CFC common stock.

This proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the CFC special meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending your meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

Even if you plan to attend the special meeting virtually, CFC recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting.

In order to complete the merger, among other things, CFC shareholders must approve the CFC merger proposal. The CFC adjournment proposal is not a condition to the obligations of FCF or CFC to complete the merger.

CFC is permitted to terminate the merger agreement, in certain circumstances, if the market price of FCF common stock falls below certain thresholds. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 81 for a more detailed discussion of the circumstances under which CFC can terminate the merger agreement.

Immediately prior to the effective time (but contingent upon the closing), each award in respect of a share of CFC common stock subject to vesting, repurchase or other lapse restriction granted under a CFC stock plan that is unvested or contingent and outstanding immediately prior to the effective time (a “CFC Restricted Stock Award”) will fully vest (with any performance-based vesting condition applicable to such CFC Restricted Stock Award deemed satisfied to the extent provided in the applicable award agreement) and will be cancelled and converted automatically into the right to receive merger consideration in respect of each such share of CFC common stock under such CFC Restricted Stock Award, less applicable withholding taxes.

Attendance at the special meeting is not required to vote. See below and the section entitled “The CFC Special Meeting—Proxies” beginning on page 31 for instructions on how to vote your shares of CFC common stock without attending the CFC special meeting.

Beneficial Owners. If you hold shares in a brokerage or other account in “street name,” you are a “beneficial owner” and your shares may be voted at the CFC special meeting by you as described below. If you choose to vote your shares virtually at the special meeting via the special meeting website, you will need the control number, as described below.

CFC special meeting. The CFC special meeting will be completely virtual and conducted via live audio webcast because of the public health impact of the COVID-19 pandemic to enable our shareholders to participate from any location around the world that is convenient to them. You will be able to attend the CFC special meeting by first registering at http://viewproxy.com/Centric/2023SM/htype.asp. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. Holders of CFC common stock will be able to listen, vote and submit questions during the virtual meeting.

We have created and implemented the virtual format in order to facilitate shareholder attendance and participation by enabling shareholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. A virtual meeting makes it possible for more shareholders (regardless of size, resources or physical location) to have direct access to information more

quickly. We also believe that the online tools we have selected will increase shareholder communication. For example, the virtual format allows shareholders to communicate with us in advance of, and during, the CFC special meeting so they can ask questions of CFC’s board of directors or management. During the live Q&A session of the CFC special meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the CFC special meeting, as time permits.

Both shareholders of record and street name shareholders will be able to attend the CFC special meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the CFC special meeting.

If you are a registered holder, your virtual control number will be on your or proxy card.

If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a virtual control number in order to vote your shares during the CFC special meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the CFC special meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at http://viewproxy.com/Centric/2023SM/htype.asp. On the day of the CFC special meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to virtualmeeting@viewproxy.com in advance of the meeting.

CFC encourages its shareholders to visit the meeting website above in advance of the CFC special meeting to familiarize themselves with the online access process. Shareholders should verify their internet connection prior to the CFC special meeting. There will be technicians ready to assist you with any technical difficulties you may have accessing the CFC special meeting live audio webcast. Please be sure to check in by [                ]9:45 a.m., Eastern Time on [                ],January 25, 2023, the day of the meeting, so that any technical difficulties may be addressed before the Special Meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 866-612-8937. Shareholders will have substantially the same opportunities to participate in the virtual CFC special meeting as they would have at a physical, in-person meeting.

Please review this information prior to the CFC special meeting to ensure you have access.

Even if you plan to attend the CFC special meeting virtually, CFC recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

Additional information on attending the CFC special meeting can be found under the section entitled “The CFC Special Meeting—Attending the Special Meeting” on page 30.

If you are a record holder of CFC common stock, you can vote your shares by proxy over the internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. If you hold shares beneficially in “street name” as a beneficial owner of CFC common stock, you should follow the voting instructions provided by your bank, broker, trustee or other nominee.

Additional information on voting procedures can be found under the section entitled “The CFC Special Meeting—Attending the Special Meeting” on page 30.

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one (1) proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the CFC special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the CFC special meeting. If your bank, broker, trustee or other nominee holds your shares of CFC common stock in “street name,” such entity will vote your shares of CFC common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this proxy statement/prospectus.

If you are a beneficial owner of CFC common stock and you do not instruct your bank, broker, trustee or other nominee on how to vote your shares of CFC common stock:

For purposes of the CFC special meeting, an abstention occurs when a CFC shareholder attends the CFC special meeting and does not vote or returns a proxy with an “abstain” instruction.

The CFC board of directors unanimously recommends that you vote “FOR” the CFC merger proposal and “FOR” the other proposals to be considered at the CFC special meeting.

If you are a beneficial owner and your shares are held by a bank, broker, trustee or other nominee, you may change your vote by:

Record Holders: For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of CFC common stock are voted.

Beneficial Owners: For shares held in “street name” through a bank, broker, trustee or other nominee, you should follow the procedures provided by your bank, broker, trustee or other nominee in order to vote your shares.

If you have any questions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card or voting instruction card, you should contact CFC’s proxy solicitor, Alliance Advisors LLC.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference into this proxy statement/prospectus are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Any statement that does not describe historical or current facts is a forward-looking statement, including statements with respect to CFC’s and FCF’s beliefs, goals, intentions, and expectations regarding the proposed transaction, revenues, earnings, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected costs of the transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.

Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “project,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could,” or “may,” or by variations of such words or by similar expressions. Forward-looking statements are based on current expectations, estimates and projections about CFC’s and FCF’s businesses, beliefs of CFC’s and FCF’s management and assumptions made by CFC’s and FCF’s management. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties and assumptions (“Future Factors”) which are difficult to predict, change over time, and many of which are beyond the control of FCF and CFC. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

Future Factors include, among others:

These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, either nationally or in the states in which FCF, CFC, or their respective subsidiaries do business, including interest rate and currency exchange rate fluctuations, changes and trends in the securities markets, and other Future Factors.

For any forward-looking statements made in this proxy statement/prospectus or in any documents incorporated by reference into this proxy statement/prospectus, FCF and CFC claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this proxy statement/prospectus, or the dates of the documents incorporated by reference in this proxy statement/prospectus. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Except as required by applicable law, neither FCF nor CFC undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that FCF has filed with the SEC as described under “Where You Can Find More Information” beginning on page 96.

FCF and CFC expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained or referred to in this proxy statement/prospectus.

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 19, CFC shareholders should carefully consider the following risk factors in deciding whether to vote for the approval of the CFC merger proposal. You should also read and consider risk factors specific to FCF’s business that will also affect the combined company after the merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of FCF’s Annual Report on Form 10-K for the year ended December 31, 2021, in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of FCF’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 96 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

Risks Relating to the Consummation of the Merger

Because the market price of FCF common stock may fluctuate, CFC shareholders cannot be certain of the market value of the merger consideration they will receive.

In the merger, each share of CFC common stock issued and outstanding immediately prior to the effective time (except for certain shares owned by FCF or CFC), will be converted into 1.09 shares of FCF common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either FCF common stock or CFC common stock. Changes in the price of FCF common stock between now and the time of the merger will affect the value that CFC shareholders will receive in the merger. FCF is not permitted to terminate the merger agreement as a result of any increase or decrease in the market price of FCF common stock or CFC common stock. CFC is not permitted to terminate the merger agreement as a result of any increase in the market price of CFC common stock. While CFC is permitted to terminate the merger agreement as a result of certain decreases in the market price of FCF common stock, such a right is subject to several limitations. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 81.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in FCF’s and CFC’s businesses, operations and prospects, volatility in the prices of securities in global financial markets, including market prices of FCF and other banking companies, the effects of the COVID-19 pandemic and regulatory considerations and tax laws, many of which are beyond FCF’s and CFC’s control. Therefore, at the time of the CFC special meeting, CFC shareholders will not know the market value of the consideration that CFC shareholders will receive at the effective time. You should obtain current market quotations for shares of FCF common stock (NYSE: FCF) and for shares of CFC common stock (OTC Pink: CFCX).

The market price of FCF common stock after the merger may be affected by factors different from those currently affecting the shares of FCF common stock or CFC common stock.

In the merger, CFC shareholders will become FCF shareholders. FCF’s business differs from that of CFC and certain adjustments may be made to FCF’s business as a result of this merger. Accordingly, the results of operations of the combined company and the market price of FCF common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of FCF and CFC. For a discussion of the business of FCF and of certain factors to consider in connection with its businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 96.

The opinion delivered by Stephens to CFC’s board of directors prior to the entry into the merger agreement will not reflect changes in circumstances that may have occurred since the date of the opinion.

The opinion from Stephens, CFC’s financial advisor, to CFC’s board of directors was delivered on and dated August 30, 2022. Changes in the operations and prospects of FCF or CFC, general market and economic conditions and other factors which may be beyond the control of FCF and CFC, including the ongoing effects of the COVID-19 pandemic on such market and economic conditions, and the market prices of FCF and CFC, may have altered the value of FCF or CFC or the prices of shares of FCF common stock and shares of CFC common stock as of the date of this proxy statement/prospectus, or may alter such values and prices by the time the merger is completed. The opinion from Stephens does not speak as of the date of this proxy statement/prospectus or as of any other date subsequent to the date of the opinion.

As the result of a judicial proceeding, courts may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

The completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court of competent jurisdiction, as the result of a judicial proceeding, that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

In addition, despite the parties’ commitments to using their reasonable best efforts to comply with conditions imposed by regulators, under the terms of the merger agreement, neither FCF nor CFC, nor any of their respective subsidiaries, is permitted (without the written consent of the other party), to take, or agree to take, any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the required permits, consents, approvals and authorizations of governmental entities that would reasonably be expected to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the merger and the bank merger. See “The Merger—Regulatory Approvals” beginning on page 61.

The COVID-19 pandemic may delay and adversely affect the completion of the merger.

The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and are likely to continue to adversely affect, the business, financial condition, liquidity, capital and results of operations of FCF and CFC. If the effects of the COVID-19 pandemic cause a continued or extended decline in the economic environment and the financial results of FCF or CFC, or the business operations of FCF or CFC are further disrupted as a result of the COVID-19 pandemic, efforts to complete the merger and integrate the businesses of FCF and CFC may also be delayed and adversely affected.

Certain of CFC’s directors and executive officers may have interests in the merger that may differ from, or are in addition to, the interests of CFC shareholders.

CFC shareholders should be aware that some of CFC’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of CFC shareholders. These interests and arrangements may create potential conflicts of interest. The CFC board of directors were aware of these interests and considered these interests, among other matters, when making their decision to approve the merger agreement, and in recommending that the CFC shareholders vote to approve the merger agreement. For a more complete description of these interests, please see “The Merger—Interests of Certain CFC Directors and Executive Officers in the Merger” beginning on page 58.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: (i) approval by CFC shareholders of the CFC merger proposal;

(ii) authorization for listing on NYSE of the shares of FCF common stock to be issued in the merger, subject to official notice of issuance; (iii) the receipt of required regulatory approvals; (iv) effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part; and (v) the absence of any order, injunction, decree or other legal restraint preventing the completion of the merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger or any of the other transactions contemplated by the merger agreement illegal. Each party’s obligation to complete the merger is also subject to certain additional customary conditions, including (a) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, (b) the performance in all material respects by the other party of its obligations under the merger agreement and (c) the receipt by each party of an opinion from its counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. FCF’s obligation to complete the merger is also subject to no more than 5% of CFC common stock being held by persons who have exercised dissenters’ rights.

These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the requisite shareholder approvals, or FCF or CFC may elect to terminate the merger agreement in certain other circumstances. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 81.

Failure to complete the merger could negatively impact FCF or CFC.

If the merger is not completed for any reason, including as a result of CFC shareholders failing to approve the CFC merger proposal, there may be various adverse consequences and FCF and/or CFC may experience negative reactions from the financial markets and from their respective customers and employees. For example, FCF’s or CFC’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of FCF common stock or CFC common stock could decline to the extent that current market prices reflect a market assumption that the merger will be beneficial and will be completed. FCF and/or CFC also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against FCF or CFC to perform their respective obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, CFC may be required to pay a termination fee of $6.0 million to FCF.

Additionally, each of FCF and CFC has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of preparing, filing, printing and mailing this proxy statement/prospectus, and all filing and other fees paid in connection with the merger. If the merger is not completed, FCF and CFC would have to pay these expenses without realizing the expected benefits of the merger.

FCF and CFC will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on FCF and CFC. These uncertainties may impair FCF’s or CFC’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with FCF or CFC to seek to change existing business relationships with FCF or CFC. In addition, subject to certain exceptions, FCF and CFC have each agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect its ability to consummate the transactions contemplated by the merger agreement on a timely basis without the consent of the other party. These restrictions may prevent FCF and/or CFC from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements” beginning on page 72 for a description of the restrictive covenants applicable to FCF and CFC.

The announcement of the proposed merger could disrupt FCF’s and CFC’s relationships with their customers, suppliers, business partners and others, as well as their operating results and business generally.

Whether or not the merger is ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the merger on FCF’s and CFC’s business include the following:

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact each party’s results of operations and financial condition.

The merger agreement limits CFC’s ability to pursue alternatives to the merger and may discourage other companies from trying to acquire CFC.

The merger agreement contains “no shop” covenants that restrict CFC’s ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate, inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by its board of directors, engage in any negotiations concerning, or provide any confidential or non-public information or data relating to, any alternative acquisition proposals. These provisions, which include a $6.0 million termination fee payable under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of CFC from considering or proposing that acquisition. For more information, see “The Merger Agreement—Agreement Not to Solicit Other Offers; Termination of the Merger Agreement; Effect of Termination; Termination Fee” and “The Merger Agreement—Meeting; Recommendation of CFC’s Board of Directors” beginning on page 79.

The shares of FCF common stock to be received by CFC shareholders as a result of the merger will have different rights from the shares of CFC common stock.

In the merger, CFC shareholders will become FCF shareholders and their rights as shareholders will be governed by Pennsylvania law and the governing documents of the combined company following the merger. The rights associated with FCF common stock are different from the rights associated with CFC common stock. See “Comparison of the Rights of Holders of FCF Common Stock and Holders of CFC Common Stock” beginning on page 89 for a discussion of the different rights associated with FCF common stock.

Shareholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of FCF and CFC.

Shareholders of FCF and/or shareholders of CFC may file lawsuits against FCF, CFC and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting FCF or CFC defendants from completing the merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to

FCF and/or CFC, including any cost associated with the indemnification of directors and officers of each company. FCF and CFC may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of FCF and CFC and could prevent or delay the completion of the merger.

Risks Relating to the Combined Company’s Business Following the Merger

FCF and CFC are expected to incur substantial costs related to the merger and integration.

FCF and CFC have incurred and expect to incur a number of non-recurring costs associated with the merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are payable by either FCF or CFC regardless of whether or not the merger is completed. See “The Merger Agreement—Expenses and Fees” beginning on page 83.

FCF and CFC have incurred and expect to incur significant, non-recurring costs in connection with negotiating the merger agreement and closing the merger. In addition, the combined company will incur integration costs following the completion of the merger as FCF and CFC integrate their businesses, including facilities and systems consolidation costs and employment-related costs. FCF and CFC may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While FCF and CFC have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time.

Combining FCF and CFC may be more difficult, costly or time-consuming than expected, and FCF and CFC may fail to realize the anticipated benefits of the merger.

The success of the merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of FCF and CFC. To realize the anticipated benefits and cost savings from the merger, FCF and CFC must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized, without adversely affecting current revenues and future growth. If FCF and CFC are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the merger could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the combined company following the completion of the merger, which may adversely affect the value of the common stock of the combined company following the completion of the merger.

FCF and CFC have operated and, until the completion of the merger, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the two companies

may also divert management attention and resources. These integration matters could have an adverse effect on each of FCF and CFC during this transition period and for an undetermined period after completion of the merger on the combined company.

The future results of the combined company following the merger may suffer if the combined company does not effectively manage its expanded operations.

Following the merger, the size of the business of the combined company will increase beyond the current size of either FCF’s or CFC’s business. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The combined company may also face increased scrutiny from governmental authorities as a result of the increased size of its business. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, revenue enhancement or other benefits currently anticipated from the merger.

The combined company may be unable to retain FCF and/or CFC personnel successfully after the merger is completed.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by FCF and CFC. It is possible that these employees may decide not to remain with FCF or CFC, as applicable, while the merger is pending or with the combined company after the merger is consummated. If FCF and CFC are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, FCF and CFC could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause the combined company’s business to suffer. FCF and CFC also may not be able to locate or retain suitable replacements for any key employees who leave either company. See “The Merger—Governance of FCF after the Merger” beginning on page 61.

Holders of FCF and CFC common stock will have reduced ownership and voting interest in the combined company after the consummation of the merger and will exercise less influence over management.

FCF shareholders and CFC shareholders currently have the right to vote in the election of the board of directors and on other matters affecting FCF and CFC, respectively. When the merger is completed, each FCF shareholder and each CFC shareholder will become a holder of common stock of the combined company, with a percentage ownership of the combined company that is smaller than the holder’s percentage ownership of either FCF or CFC individually, as applicable, prior to the consummation of the merger. Based on the number of shares of FCF and CFC common stock outstanding as of [                ],December 15, 2022, and based on the number of shares of FCF common stock expected to be issued in the merger, the former CFC shareholders, as a group, are estimated to own approximately 9.4% of the fully diluted shares of the combined company immediately after the merger and current FCF shareholders as a group are estimated to own approximately 90.6% of the fully diluted shares of the combined company immediately after the merger. Because of this, CFC shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of CFC, and FCF shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of FCF.

Issuance of shares of FCF common stock in connection with the merger may adversely affect the market price of FCF common stock.

In connection with the payment of the merger consideration, FCF expects to issue approximately [                ]9.7 million shares of FCF common stock to CFC shareholders. The issuance of these new shares of FCF common stock may result in fluctuations in the market price of FCF common stock, including a stock price decrease.

In connection with the merger, FCF will assume CFC’s outstanding indebtedness. FCF’s existing debt, together with any future incurrence of additional indebtedness could have important consequences for the combined company’s creditors and the combined company’s shareholders.

Because FCF will assume CFC’s outstanding indebtedness, it could:

The COVID-19 pandemic’s impact on the combined company’s business and operations following the completion of the merger is uncertain.

The extent to which the COVID-19 pandemic will negatively affect the business, financial condition, liquidity, capital and results of operations of the combined company following the completion of the merger will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the COVID-19 pandemic, the direct and indirect impact of the COVID-19 pandemic on employees, clients, counterparties and service providers, as well as other market participants, and actions taken by governmental authorities and other third parties in response to the COVID-19 pandemic. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on the combined company’s business, and there is no guarantee that efforts by the combined company to address the adverse impacts of the COVID-19 pandemic will be effective.

Even after the COVID-19 pandemic has subsided, the combined company may continue to experience adverse impacts to its business as a result of the COVID-19 pandemic’s global economic impact, including reduced availability of credit, adverse impacts on liquidity and the negative financial effects from any recession or depression that may occur.

FCF and FCF Bank will grow to over $10 billion in total consolidated assets as a result of the mergers, which will lead to increased regulation.

Upon consummation of the mergers, FCF and FCF Bank will have approximately $10.6 billion in total consolidated assets. FCF and FCF Bank will accordingly become subject to certain regulations that apply only to depository institution holding companies or depository institutions with $10 billion or more in total consolidated assets.

An insured depository institution with $10 billion or more in total assets is subject to the debit card interchange fee restrictions set forth in section 1075 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, known as the Durbin Amendment, as implemented by regulations of the Federal Reserve, cap the maximum debit interchange fee that an issuer may receive per transaction at the sum of 21 cents plus five basis points. An issuer that adopts certain fraud prevention procedures may charge an additional one cent per transaction. Debit card issuers with less than $10 billion in total consolidated assets, currently including FCF Bank and Centric Bank, are exempt from these interchange fee restrictions. During 2021, FCF Bank and Centric Bank earned approximately $28.0 million and $0.3 million in card-related interchange income, respectively. FCF has previously disclosed that if it had not qualified for the exemption in 2021, its interchange income would have been reduced by

approximately $13.8 million, or approximately 50%, due to the cap on interchange fees. The exemption for small issuers ceases to apply as of July 1st of the year following the calendar year in which the issuer has total consolidated assets of $10 billion or more at year-end. As a result, if the bank merger is consummated in 2023, FCF Bank will become subject to the interchange restrictions of the Durbin Amendment beginning July 1, 2024. As such, we estimate that the application of the Durbin Amendment will reduce annual card-related interchange income of the combined entity by approximately 25% in 2024 and by approximately 50% in 2025.

Additionally, an insured depository institution with $10 billion or more in total assets is subject to supervision, examination, and enforcement with respect to consumer protection laws by the Consumer Financial Protection Bureau, or CFPB. Under its current policies, the CFPB will assert jurisdiction in the first quarter after the call reports of merging insured depository institutions, on a combined basis, show total consolidated assets of $10 billion or more for four consecutive quarters, including quarters ended prior to the merger. As a result, FCF expects FCF Bank to become subject to CFPB supervision, examination, and enforcement at the beginning of the quarter following consummation of the bank merger.

Other regulatory requirements apply, and have previously applied, to insured depository institution holding companies and insured depository institutions with $10 billion or more in total consolidated assets. In addition, Congress and/or regulatory agencies may impose new requirements or surcharges on such institutions in the future. The Economic Growth, Regulatory Reform, and Consumer Protection Act, enacted on May 24, 2018, includes provisions that, as they are implemented, relieve banking organizations with less than $10 billion in total consolidated assets (and that satisfy certain other conditions) from risk-based capital requirements, restrictions on proprietary trading and investment and sponsorship in hedge funds and private equity funds known as the Volcker Rule, and certain other regulatory requirements. By exceeding $10 billion in total consolidated assets, FCF and FCF Bank will not qualify for any of this relief.

There is no assurance that the benefits of the mergers will outweigh the regulatory costs resulting from FCF and FCF Bank growing to more than $10 billion in total consolidated assets.

THE CFC SPECIAL MEETING

This section contains information for CFC shareholders about the special meeting that CFC has called to allow CFC shareholders to consider and vote on the CFC merger proposal and the CFC adjournment proposal. This proxy statement/prospectus is accompanied by a notice of the CFC special meeting and a form of proxy card that the CFC board of directors is soliciting for use by CFC shareholders at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Meeting

The CFC special meeting will be completely virtual and conducted via live audio webcast on [                ],January 25, 2023 at [                ],10:00 a.m., Eastern Time. In light of the ongoing developments related to the COVID-19 pandemic and to support the health and safety of our shareholders, employees and community, the CFC special meeting will be held in a virtual-only meeting format conducted via live webcast. Shareholders may participate in the virtual meeting by first registering at http://viewproxy.com/Centric/2023SM/htype.asp.htype.asp by 11:59 p.m., Eastern Time, on January 22, 2023. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date.

Matters to Be Considered

At the CFC special meeting, CFC shareholders will be asked to consider and vote upon the following proposals:

Recommendation of CFC’s Board of Directors

The CFC board of directors recommends that you vote “FOR” the CFC merger proposal and “FOR” the CFC adjournment proposal. See “The Merger—CFC’s Reasons for the Merger; Recommendation of CFC’s Board of Directors” beginning on page 43 for a more detailed discussion of the CFC board of directors’ recommendation.

Record Date and Quorum

The CFC board of directors has fixed the close of business on [                ],October 27, 2022 as the record date for the determination of CFC shareholders entitled to notice of and to vote at the CFC special meeting. As of the record date, there were [                ]8,691,486 shares of CFC common stock outstanding and [                ]280 shareholders of record.

Holders of a majority of the outstanding shares of CFC common stock entitled to vote at the CFC special meeting must be present, either in attendance virtually via the CFC special meeting website or by proxy, to constitute a quorum at the CFC special meeting. If you fail to submit a proxy prior to the special meeting, or to vote at the CFC special meeting via the CFC special meeting website, your shares of CFC common stock will not be counted towards a quorum. Abstentions are considered present for the purpose of establishing a quorum.

At the CFC special meeting, each share of CFC common stock is entitled to one (1) vote on all matters properly submitted to CFC shareholders.

As of the close of business on the CFC record date, CFC directors and executive officers and their affiliates owned and were entitled to vote approximately [                ]1,180,656 shares of CFC common stock, representing less than [                ]fourteen percent ([                ]%(14%) of the outstanding shares of CFC common stock. Each of CFC’s directors and certain of its executive officers will vote their shares in favor of the CFC merger proposal and the CFC adjournment proposal pursuant to voting and support agreements entered into with FCF.

Broker Non-Votes

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one (1) proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the CFC special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the CFC special meeting. If your bank, broker, trustee or other nominee holds your shares of CFC common stock in “street name,” such entity will vote your shares of CFC common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this proxy statement/prospectus.

Vote Required; Treatment of Abstentions and Failure to Vote

CFC Merger Proposal

CFC Adjournment Proposal

Attending the Special Meeting

The CFC special meeting may be accessed via the CFC special meeting website, where CFC shareholders will be able to listen to the CFC special meeting, submit questions and vote online. You are entitled to attend the CFC special meeting via the CFC special meeting website only if you were a shareholder of record at the close of business on the record date (a “record holder”) or you held your CFC shares beneficially in the name of a bank, broker, trustee or other nominee as of the record date (a “beneficial owner”), or you hold a valid proxy for the CFC special meeting.

If you are a record holder, you will be able to attend the CFC special meeting online, ask questions and vote during the meeting by first registering at http://viewproxy.com/Centric/2023SM/htype.asp.htype.asp by 11:59 a.m., Eastern Time, on January 22, 2023. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. Please have your 16-digit11-digit control number, which can be found on your proxy card, notice or e-mail previously received, to access the meeting.

If you are a beneficial owner, see “—Shares Held in Street Name” below for further information. Please review this information prior to the CFC special meeting to ensure you have access.

We have created and implemented the virtual format in order to facilitate shareholder attendance and participation by enabling shareholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. A virtual meeting makes it possible for more shareholders (regardless of size, resources or physical location) to have direct access to information more quickly. We also believe that the online tools we have selected will increase shareholder communication. For example, the virtual format allows shareholders to communicate with us in advance of, and during, the CFC special meeting so they can ask questions of CFC’s board of directors or management. During the live Q&A session of the CFC special meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the CFC special meeting, as time permits.

Both shareholders of record and street name shareholders will be able to attend the CFC special meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the CFC special meeting.

CFC encourages its shareholders to visit the meeting website above in advance of the CFC special meeting to familiarize themselves with the online access process. Shareholders should verify their internet connection prior to the CFC special meeting. There will be technicians ready to assist you with any technical difficulties you may have accessing the CFC special meeting live audio webcast. Please be sure to check in by [                ]9:45 a.m., Eastern Time on [                ],January 25, 2023, the day of the meeting, so that any technical difficulties may be addressed before the Special Meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 866-612-8937. Shareholders will have substantially the same opportunities to participate in the virtual CFC special meeting as they would have at a physical, in-person meeting.

Please review this information prior to the CFC special meeting to ensure you have access.

Even if you plan to attend the CFC special meeting virtually, CFC recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

Proxies

A holder of CFC shares may vote by proxy or at the CFC special meeting via the CFC special meeting website. If you hold your shares of CFC common stock in your name as a record holder, to submit a proxy, you, as a holder of CFC common stock, may use one (1) of the following methods:

CFC requests that CFC shareholders vote as soon as possible by telephone, over the internet or by completing and signing the accompanying proxy card and returning it to CFC in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of CFC common stock represented by it will be voted at the CFC special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the CFC merger proposal and “FOR” the CFC adjournment proposal.

If you are a beneficial owner, you should check the voting form used by your bank, broker, trustee or other nominee to determine whether you may vote by telephone or the internet.

Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the internet or by telephone, whether or not you plan to attend the CFC special meeting virtually via the CFC special meeting website. Sending in your proxy card or voting by telephone or on the internet will not prevent you from voting your shares personally via the CFC special meeting website at the meeting because you may subsequently revoke your proxy. See “—Revocability of Proxies” below for further information

Shares Held in Street Name

If you do not attend the CFC special meeting and wish to vote, you must instruct the bank, broker, trustee or other nominee on how to vote your shares. Your bank, broker, trustee or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your bank, broker, trustee or other nominee.

Further, banks, brokers, trustees or other nominees who hold shares on behalf of their customers may not give a proxy to CFC to vote those shares with respect to any of the proposals without specific instructions from their customers, as banks, brokers, trustees and other nominees do not have discretionary voting power on the proposals that will be voted upon at the CFC special meeting, including the CFC merger proposal and the CFC adjournment proposal.

If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a virtual control number in order to vote your shares during the CFC special meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the CFC special meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at http://viewproxy.com/Centric/2023SM/htype.asp. On the day of the CFC special meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to virtualmeeting@viewproxy.com in advance of the meeting.

Revocability of Proxies

If you directly hold shares of CFC common stock in your name as a record holder, you can change your proxy vote at any time before your proxy is voted at the CFC special meeting. You can do this by:

If you are a beneficial owner and your shares are held by a bank, broker, trustee or other nominee, you may change your vote by:

Attendance virtually at the CFC special meeting will not in and of itself constitute revocation of a proxy. A revocation or later-dated proxy received by CFC after the vote will not affect the vote at the CFC special meeting. If the CFC special meeting is postponed or adjourned, it will not affect the ability of CFC shareholders of record as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described above.

Shares Subject to Voting Agreement; Shares Held by Directors and Executive Officers

Each director of CFC as well as certain executive officers of CFC have entered into a voting and support agreement (which we refer to as the “voting agreement”) in the form attached as Exhibit A to the merger agreement, which is attached as Annex A to this proxy statement/prospectus. Under the voting agreement, each such person agreed, among other things, to vote the shares of CFC common stock (1) in favor of the merger agreement and in favor of each of the other actions contemplated by the merger agreement, (2) against approval of any proposal made in opposition to, or in competition with, the merger or any other transactions contemplated by the merger agreement and (3) against any action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the merger or any other transactions between FCF and CFC as contemplated by the merger agreement. As of the CFC record date, [                ]1,180,656 shares of CFC common stock, or approximately [                ]%13.58% of the outstanding shares of CFC common stock entitled to vote at the CFC special meeting, are bound by the voting agreement.

Delivery of Proxy Materials

As permitted by applicable law, only one (1) copy of this proxy statement/prospectus is being delivered to CFC shareholders residing at the same address, unless such CFC shareholders have notified CFC of their desire to receive multiple copies of the proxy statement/prospectus.

CFC will promptly deliver, upon oral or written request, a separate copy of the proxy statement/prospectus to any holder of CFC common stock residing at an address to which only one (1) copy of such document was mailed. Requests for additional copies should be directed to CFC’s proxy solicitor, Alliance Advisors LLC, by calling toll-free at (877) 728-5018 or by e-mail at CFCX@allianceadvisors.com

Dissenters’ Rights

Holders of CFC common stock are entitled to assert dissenters’ rights with respect to the CFC merger proposal. These dissenters’ rights are conditioned on strict compliance with the requirements of Sections 1571 through 1580 of the PBCL. Please see “The Merger — Dissenters’ Rights,” beginning on page 64, and the full text of Sections 1571 through 1580 of the PBCL, which is reproduced in full in Annex B to this proxy statement/prospectus, for additional information.

Solicitation of Proxies

FCF and CFC will share equally the expenses incurred in connection with the printing and mailing of this proxy statement/prospectus. To assist in the solicitation of proxies, CFC has retained Alliance Advisors LLC, for a fee of $6,000 plus reimbursement of certain costs and expenses incurred in connection with the solicitation. CFC and its proxy solicitor will also request banks, brokers, trustees and other intermediaries holding shares of CFC common stock beneficially owned by others to send this proxy statement/prospectus to, and obtain proxies from, the beneficial owners and may reimburse such record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone and other electronic means, advertisements and personal solicitation by the directors, officers or employees of CFC. No additional compensation will be paid to CFC’s directors, officers or employees for solicitation.

You should not send in any CFC stock certificates with your proxy card (or, if you are a beneficial owner, your voting instruction card). The exchange agent will mail a transmittal letter with instructions for the surrender of stock certificates to CFC shareholders as soon as practicable after completion of the merger.

Other Matters to Come Before the CFC Special Meeting

CFC management knows of no other business to be presented at the CFC special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the CFC board of directors’ recommendations.

Assistance

If you need assistance in completing your proxy card, have questions regarding CFC’s special meeting or would like additional copies of this proxy statement/prospectus, please contact Investor Relations Department of CFC by telephone ((717) 657-7727) or by e-mail (investors@centricbank.com), or CFC’s proxy solicitor, Alliance Advisors LLC, by calling toll-free at (877) 728-5018 or by e-mail at CFCX@allianceadvisors.com.

CFC PROPOSALS

PROPOSAL 1: CFC MERGER PROPOSAL

Pursuant to the merger agreement, CFC is asking CFC shareholders to approve the adoption of the merger agreement and the transactions contemplated thereby, including the merger. CFC shareholders should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, the CFC board of directors, by a unanimous vote of all directors, approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of CFC and CFC shareholders. See “The Merger—CFC’s Reasons for the Merger; Recommendation of CFC’s Board of Directors” beginning on page 43 for a more detailed discussion of the CFC board of directors’ recommendation.

The approval of the CFC merger proposal by CFC shareholders is a condition to the completion of the merger.

The CFC board of directors unanimously recommends a vote “FOR” the CFC merger proposal.

PROPOSAL 2: CFC ADJOURNMENT PROPOSAL

The CFC special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the CFC special meeting to approve the CFC merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to CFC shareholders.

If, at the CFC special meeting, the number of shares of CFC common stock present or represented and voting in favor of the CFC merger proposal is insufficient to approve the CFC merger proposal, CFC intends to move to adjourn the CFC special meeting in order to enable the CFC board of directors to solicit additional proxies for approval of the CFC merger proposal. In that event, CFC will ask CFC shareholders to vote upon the CFC adjournment proposal, but not the CFC merger proposal.

In this proposal, CFC is asking CFC shareholders to authorize the holder of any proxy solicited by the CFC board of directors on a discretionary basis (i) if there are not sufficient votes at the time of the CFC special meeting to approve the CFC merger proposal or (ii) if necessary or appropriate to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to CFC shareholders, to vote in favor of adjourning the CFC special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from CFC shareholders who have previously voted. Pursuant to the CFC bylaws, if a new record date is set for the adjourned meeting, a notice of the adjourned meeting must be given to each shareholder of record entitled to vote at the meeting.

The approval of the CFC adjournment proposal by CFC shareholders is not a condition to the completion of the merger.

The CFC board of directors unanimously recommends a vote “FOR” the CFC adjournment proposal.

INFORMATION ABOUT THE COMPANIES

FCF

FCF is a financial holding company headquartered in Indiana, Pennsylvania. FCF’s subsidiaries include, FCF Bank, First Commonwealth Insurance Agency, Inc., FRAMAL and First Commonwealth Financial Advisors, Inc. FCF provides a diversified array of consumer and commercial banking services through FCF Bank. FCF also provides trust and wealth management services and offers insurance products through FCF Bank and its other operating subsidiaries. At September 30, 2022, FCF had total assets of $9.6 billion, total loans of $7.3 billion, total deposits of $8.1 billion and shareholders’ equity of $1.0 billion.

FCF Bank is a Pennsylvania bank and trust company. At September 30, 2022, FCF Bank operated 118 community banking offices throughout western and central Pennsylvania, and northeastern, central and southwestern Ohio, as well as corporate banking centers in Pittsburgh, Pennsylvania, and Columbus, Canton and Cleveland, Ohio, and mortgage banking offices in Wexford, Pennsylvania, and Hudson, Westlake and Lewis Center, Ohio. FCF Bank also operates a network of 136 automated teller machines, or ATMs, at various branch offices and offsite locations. All of FCF Bank’s ATMs are part of the NYCE and MasterCard/Cirrus networks, both of which operate nationwide. FCF Bank is a member of the Allpoint ATM network, which allows surcharge-free access to over 55,000 ATMs. FCF Bank is also a member of the “Freedom ATM Alliance,” which affords cardholders surcharge-free access to a network of over 350 ATMs in over 50 counties in Pennsylvania, Maryland, New York, and Ohio.

FCF’s common stock is traded on NYSE under the symbol “FCF.” FCF’s principal executive office is located at 601 Philadelphia Street, Indiana, Pennsylvania 15701 and its telephone number is (724) 349-7220.

CFC

CFC is a bank holding company headquartered in Enola, Pennsylvania. CFC’s sole subsidiary is Centric Bank. CFC provides a diversified array of consumer and commercial banking services through Centric Bank. At September 30, 2022, CFC had total assets of $1.04 billion, total net loans of $919.3 million, total deposits of $883.6 million and total equity of $104.3 million.

Centric Bank is a Pennsylvania banking institution. Centric Bank has financial centers located in Harrisburg, Hershey, Mechanicsburg, Camp Hill, Doylestown, Devon, and Lancaster, Pennsylvania, and loan production offices in Lancaster and Devon, Pennsylvania.

CFC common stock is currently quoted on the OTC Pink market operated by the OTC Markets Group under the trading symbol “CFCX.” Below is a table setting forth the range of high and low bid information for each quarterly period during the last two years.

CFC’s principal executive office is located at 1826 Good Hope Road, Enola, Pennsylvania 17025 and its telephone number is (717) 657-7727.

SECURITY OWNERSHIP OF CERTAIN CFC BENEFICAL OWNERS AND MANAGEMENT

The following table sets forth, as of September 30, 2022, the beneficial ownership of CFC common stock by (i) each of CFC’s directors, (ii) certain of CFC’s executive officers, (iii) CFC’s directors and executive officers as a group, and (iv) each person known to CFC to beneficially own more than 5% ownership of the issued and outstanding CFC common stock. Unless otherwise indicated, the address of each listed CFC shareholder is c/o Centric Financial Corporation, 1826 Good Hope Road, Enola, Pennsylvania 17025.

Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities. Unless otherwise indicated, and subject to the voting agreements entered into with FCF in connection with entering into the merger agreement, to CFC’s knowledge, the persons or entities identified on the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

THE MERGER

This section of the proxy statement/prospectus describes material aspects of the merger. This summary may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the merger. In addition, we incorporate important business and financial information about each of us into this proxy statement/prospectus by reference. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 96.

Terms of the Merger

Each of FCF’s and CFC’s respective board of directors has unanimously approved the merger agreement. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth in the merger agreement, FCF and CFC will merge, with FCF as the surviving corporation, which is referred to as the merger. Following the merger, FCF Bank and CFC Bank will merge, with FCF Bank as the surviving bank, which is referred to as the bank merger.

Each share of CFC common stock issued and outstanding immediately prior to the effective time, except for shares of CFC common stock owned by CFC as treasury stock or owned by CFC or FCF or a subsidiary of either (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) and except for shares for which appraisal rights have been exercised, will be converted into the right to receive 1.09 shares of FCF common stock. Holders of CFC common stock who would otherwise be entitled to a fractional share of FCF common stock in the merger will instead receive an amount in cash (rounded to the nearest cent) determined by multiplying the volume weighted average closing price (“VWAP”) of FCF common stock reported on NYSE for the consecutive period of ten (10) full trading days ending on the day that is three trading days preceding the closing date (the “FCF Closing Price”) by the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of FCF common stock that such shareholder would otherwise be entitled to receive.

CFC shareholders are being asked to approve the CFC merger proposal. See the section entitled “The Merger Agreement” beginning on page 67 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

CFC’s board of directors regularly reviews and discusses CFC’s business strategy, performance and strategic prospects in the context of the local and national economic environment, developments in the regulation of financial institutions, the mergers and acquisitions environment for financial institutions, capital management strategies and the competitive landscape, always with the goal of exploring the way to best enhance value for its shareholders. To assist CFC’s board of directors in these reviews, CFC’s board of directors authorized the engagement of Stephens in December 2021 as CFC’s financial advisor, and an engagement letter was executed in January 2022. The board’s decision to engage Stephens was based upon several factors, including Stephens’ familiarity with CFC and its strategic goals as well as Stephens’ experience and reputation generally with respect to representing financial institutions in mergers and acquisitions as well as in the capital markets for financial institutions.

As part of its engagement, among other things, Stephens regularly reviewed and discussed with the CFC board of directors possible strategic initiatives available to CFC to enhance shareholder value, including capital management strategies, in particular focusing on stock repurchases and potential business combinations. These discussions and reviews included analysis of trends and developments in the merger and acquisitions market, including the prices being paid in such transactions, expressed as multiples of various financial measures and

premiums paid with respect to a financial institution’s shares. Such analyses also reviewed and assessed possible partners for CFC, both for business combinations as an acquiror or acquiree, as well as for strategic mergers. In connection with the evaluation of these strategic alternatives, Ms. Patricia Husic, the President and Chief Executive Officer of CFC, had, from time to time, informal discussions with representatives of several other financial institutions. These discussions enabled CFC to develop relationships and facilitate business development opportunities with such institutions and to assess the potential merits of a business combination transaction with any such institutions. Ms. Husic, together with representatives of Stephens, regularly apprised CFC’s board of directors of such informal discussions.

In the second half of 2020, Ms. Husic and representatives of Stephens had several discussions with the president and chief executive officer of a bank holding company (“Party A”) regarding a potential sale to Party A. Ms. Husic also had discussions with the president and chief executive officer of another bank holding company (“Party B”) regarding a potential sale to Party B. During the second half of 2021, Ms. Husic also had several discussions with the president and chief executive officer of a bank holding company (“Party C”) regarding a potential merger of equals with Party C. None of these discussions resulted in a letter of intent.

During the first, second and third quarters of 2021, Ms. Husic had several conversations with T. Michael Price, FCF’s president and chief executive officer, regarding FCF’s possible interest in a potential strategic transaction with CFC. As a result of these discussions, on August 10, 2021, Ms. Husic and Mr. Price met in-person and discussed topics related to a strategic combination. However, no terms regarding a possible transaction were discussed.

During the fourth quarter of 2021, Ms. Husic had several discussions with the president and chief executive officer of a bank holding company (“Party D”) regarding a potential sale to Party D. This included entering into nondisclosure agreements, and the parties conducting limited due diligence in December 2021. On February 4, 2022, Party D presented CFC and Stephens with a non-binding indication of interest which, among other things, valued each share of CFC at $16.75 via a fixed stock exchange for shares of Party D’s common stock. This valuation of CFC was verbally increased to $17.00 per share by Party D on February 14, 2022 by increasing the fixed stock exchange ratio. After further due diligence and the parties discussing the terms of the indication of interest, including, among other things, CFC seeking a further increase in the fixed stock exchange ratio as a result of the value of Party D’s common stock decreasing by 6.4% since February 4, 2022, on April 10, 2022, the parties mutually decided to no longer pursue a potential combination.

Ms. Husic and Mr. Price reconnected on May 12, 2022, regarding a potential combination and both provided updates of their respective businesses since their last meeting. Ms. Husic inquired whether Mr. Price would be interested in presenting a letter of intent for CFC’s board of directors to consider.

On May 17, 2022, FCF’s board of directors engaged Keefe, Bruyette & Woods, Inc. to assist FCF in evaluating a potential business combination with CFC. On May 20, 2022, both parties entered into nondisclosure agreements and commenced preliminary due diligence on each other.

On June 2, 2022, FCF submitted a non-binding letter of intent to CFC proposing, among other things, a purchase price of $14 to $16 per share, a commitment to the ongoing meaningful role for Ms. Husic post-closing and the appointment of one mutually acceptable director of CFC to serve on FCF’s board of directors. The Strategic Initiatives Committee of CFC’s board of directors held a number of meetings to review the terms of the letter of intent with representatives of Stephens and Stevens & Lee, P.C., legal counsel to CFC (“S&L”). Over the next two weeks, the parties continued to negotiate the purchase price and other terms of a potential merger. This included CFC seeking more clarification regarding the proposal for Ms. Husic and the mutually acceptable director. Following a meeting of the Strategic Initiatives Committee of CFC’s board of directors on June 13, 2022, Ms. Husic communicated to Mr. Price and Stephens communicated to Keefe, Bruyette & Woods, Inc. that CFC would consider a revised non-binding letter of intent with a fixed exchange ratio for a stock transaction.

On June 14, 2022, FCF submitted a revised non-binding letter of intent, including a fixed exchange ratio for a stock transaction. The non-binding letter of intent proposed, among other things, a fixed exchange ratio of 1.2 shares of FCF common stock for each share of CFC common stock, a meaningful role for Ms. Husic post-closing including a regional leadership position for the current CFC footprint and the appointment of one

mutually acceptable director of CFC to serve on the board of directors of each of FCF and FCF Bank. At a special meeting held June 21, 2022, CFC’s board of directors, in addition to reviewing the revised letter of intent, also discussed the ability of CFC to remain independent. While the board discussed the fact that CFC was not required to sell, based upon the pricing indication received, it appeared that a transaction would likely yield greater value to CFC’s shareholders than would remaining independent. Following additional discussion, the CFC board of directors approved the execution of the non-binding letter of intent by Ms. Husic. At this meeting, CFC’s board also discussed with S&L and Stephens the process to be followed now that CFC was entering into a non-binding letter of intent and potential timing. On that same date, CFC and FCF executed the non-binding indication of interest.

As the parties continued to conduct due diligence on each other, Squire Patton Boggs (US) LLP, FCF’s legal counsel (“SPB”), circulated an initial draft of the merger agreement on July 15, 2022. Over the next six weeks, representatives of S&L and SPB exchanged drafts of the merger agreement and related documents, and the two firms and the respective management teams worked towards finalizing the terms of the business combination. During this period, CFC and FCF also continued their reciprocal due diligence efforts.

On July 12, 2022, Mr. Price discussed with Ms. Husic the regional leadership position and, alternatively, a board role. On August 9, 2022, S&L circulated an initial draft of an employment agreement and change in control agreement for Ms. Husic to SPB.

On August 11, 2022, the FCF management team advised Ms. Husic that its estimate of credit costs and other one-time merger expenses was higher than anticipated when the parties entered into the non-binding letter of intent. Due to the higher costs, FCF proposed revised terms for the merger consideration of a fixed exchange ratio of 1.09 shares of FCF common stock for each share of CFC common stock. After extensive discussions at a regular CFC board of directors meeting on August 18, 2022, which included a review of the 1.09 fixed exchange ratio by Stephens, the CFC board of directors determined to approve the revised terms and to proceed with reverse due diligence and finalization of the definitive merger agreement.

On August 23, 2022, SPB circulated a draft of an employment agreement and change in control agreement for Ms. Husic to S&L. Also, on August 23, 2022, Ms. Husic advised Mr. Price that she would prefer the director role that Mr. Price offered on July 12, 2022 rather than a regional leadership position, which was accepted by Mr. Price. During that conversation, Mr. Price asked Ms. Husic to consider assisting FCF and FCF Bank with the transition by serving as a consultant for six months following the closing. On August 26, 2022, SPB circulated an initial draft of the consulting agreement for Ms. Husic to S&L, which was entered into on August 30, 2022.

CFC’s board of directors met on the morning of August 30, 2022. Representatives of Stephens and S&L attended the meeting. The representative of S&L again reviewed with CFC’s board of directors the fiduciary duties owed to CFC shareholders, and then reviewed the terms of the proposed merger, the merger agreement and other transaction documents. The representative of Stephens provided its financial analyses of the proposed transaction and rendered Stephen’s opinion, to the effect that, as of August 30, 2022 and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on review undertaken by Stephens as set forth in its opinion, the merger consideration, as set forth in the merger agreement, was fair, from a financial point of view, to holders of CFC common stock.

After considering the proposed terms of the merger agreement and related transaction documents, and taking into consideration the matters discussed during that meeting and prior meetings of the CFC board of directors, including the strategic alternatives discussed at those meetings and the factors described under the section of this proxy statement/prospectus entitled “CFC’s Reasons for the Merger; Recommendation of CFC’s Board of Directors,” the CFC board of directors determined that the merger, the merger agreement and the other transactions contemplated by the merger agreement were in the best interests of CFC and its shareholders, and the directors approved and adopted the merger agreement and the transactions contemplated by it.

Following the meeting of the CFC board of directors on August 30, 2022, CFC and FCF executed the merger agreement in the late afternoon on August 30, 2022. FCF and CFC announced the transaction in the evening of August 30, 2022, after the close of the financial markets, in a press release jointly issued by CFC and FCF.

FCF’s Reasons for the Merger

In reaching its decision to authorize and approve the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, the FCF board of directors evaluated the merger agreement, the merger and the other transactions contemplated by the merger agreement in consultation with FCF’s senior management, as well as with FCF’s legal and financial advisors, and considered a number of factors, including the following principal factors, which are not presented in order of priority:

The FCF board of directors also considered the potential risks related to the transaction and concluded that the anticipated benefits of combining with CFC were likely to outweigh these risks substantially. These potential risks included, among others:

The foregoing discussion of the information, factors and risks considered by the FCF board of directors is not intended to be exhaustive, but includes the material factors and risks considered by the board of directors. In reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, the FCF board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The board of directors considered all these factors as a whole, and overall considered the factors to support its determination. This explanation of the reasoning of the FCF board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 21.

CFC’s Reasons for the Merger; Recommendation of CFC’s Board of Directors

CFC’s board of directors has determined that the merger is fair to and in the best interests of CFC and its shareholders and, by the unanimous vote of all of the members of CFC’s board of directors, approved and adopted the merger agreement and the merger. ACCORDINGLY, THE CFC’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ALL HOLDERS OF CFC COMMON STOCK VOTE “FOR” THE MERGER PROPOSAL.

In reaching its decision to approve the merger agreement and the transactions contemplated thereby, CFC’s board of directors evaluated the merger agreement in consultation with CFC’s senior management and determined that the merger was the best option reasonably available for its shareholders in the current challenging and uncertain banking market. CFC’s board of directors also consulted with its legal counsel regarding its fiduciary duties, the terms of the merger agreement and related issues, and consulted with CFC’s financial advisor regarding the financial aspects of the proposed transaction.

In reaching its determination to approve the merger agreement, CFC’s board of directors considered all factors it deemed material. CFC’s board of directors analyzed information with respect to the financial condition, results of

operations, business and prospects of CFC. In this regard, CFC’s board of directors considered the performance trends of CFC over the past several years. CFC’s board of directors also considered the ability of CFC to grow as an independent institution and its ability to further enhance shareholder value without engaging in a strategic transaction. In this regard, CFC’s board of directors considered the long-term as well as the short-term interests of CFC and its shareholders, including whether those interests might best be served by continued independence.

In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement and recommend that its shareholders vote “FOR” the merger agreement, CFC’s board of directors evaluated the merger agreement, the merger and the other transactions contemplated by the merger agreement in consultation with CFC management, as well as CFC’s financial and legal advisors, and considered a number of factors, including the following material factors, which are not presented in any order of priority:

CFC’s board of directors also considered a number of potential risks and uncertainties associated with the merger in connection with its deliberation of the proposed transaction, including, without limitation, the following:

The foregoing discussion of the information and factors considered by CFC’s board of directors is not intended to be exhaustive, but is believed to include all the material factors considered by CFC’s board of directors. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, CFC’s board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. CFC’s board of directors considered all these factors as a whole, including through discussions with, and questioning of CFC’s management and CFC’s financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

CFC’s board of directors unanimously recommends that holders of CFC common stock vote “FOR” the approval of the merger proposal and “FOR” the adjournment proposal. CFC shareholders should be aware that CFC’s directors and executive officers have interests in the merger that are different from, or in addition to, those of other CFC shareholders. CFC’s board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement, and in recommending that the merger proposal be approved by the shareholders of CFC. After numerous and exhaustive deliberations with respect to the merger and the merger agreement, considering, among other things, the reasons discussed above, CFC’s board of directors approved the merger agreement and the merger as being in the best interests of CFC and its shareholders based on the total mix of information available to CFC’s board of directors. See the section entitled “The Merger—Interests of CFC’s Directors and Executive Officers in the Merger”.

This summary of the reasoning of CFC’s board of directors and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements”.

Opinion of CFC’s Financial Advisor

On December 29, 2021, CFC engaged Stephens to act as financial adviser to CFC in connection with the proposed merger of CFC with and into FCF. Subsequently, on June 26, 2022, as part of its engagement, Stephens was asked to undertake a study of the fairness, from a financial point of view, of the consideration payable in connection with the proposed merger. CFC engaged Stephens because, among other factors, Stephens is a nationally recognized investment banking firm with substantial experience in similar transactions. As part of its investment banking business, Stephens is regularly engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of Stephens’ engagement, representatives of Stephens participated in a meeting of CFC’s board of directors held on August 30, 2022, in which CFC’s board of directors considered and approved the proposed merger. At this meeting, Stephens reviewed the financial aspects of the proposed merger and rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion to CFC’s board of directors dated as of August 30, 2022, that, as of such date, the consideration to be received by holders of CFC common stock (solely in their capacity as such) in the proposed merger was fair to such shareholders from a financial point of view, based upon and subject to the qualifications, assumptions and other matters considered by Stephens in connection with the preparation of its opinion.

The full text of Stephens’ written opinion letter (the “Opinion Letter”) is attached as Annex C to this proxy statement/prospectus. The Opinion Letter outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Stephens in rendering its opinion. The summary of the opinion set forth in this document is qualified in its entirety by reference to the full text of such written Opinion Letter. Investors are urged to read the entire Opinion Letter carefully in connection with their consideration of the proposed merger. CFC did not give any instruction to or impose any limitations on Stephens as it related to the issuance of its opinion.

Stephens’ opinion speaks only as of the date of the Opinion Letter, and Stephens has undertaken no obligation to update or revise its opinion. The opinion was directed to CFC’s board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the proposed merger. The opinion only addresses whether the consideration to be received by holders of CFC common stock (solely in their capacity as such) in the proposed merger was fair to them from a financial point of view as of the date of the opinion. The opinion does not address the underlying business decision of CFC to engage in the proposed merger or any other term or aspect of the merger agreement or the transactions contemplated thereby. Stephens’ opinion does not constitute a recommendation to CFC’s board of directors or any of CFC’s shareholders as to how such person should vote or otherwise act with respect to the proposed merger or any other matter. CFC and FCF determined the merger consideration through a negotiation process.

In connection with developing its opinion, Stephens:

Stephens relied on the accuracy and completeness of the information, financial data and financial forecasts provided to Stephens by CFC and FCF and of the other information reviewed by Stephens in connection with the preparation of Stephens’ opinion, and its opinion was based upon such information. Stephens did not independently verify or undertake any responsibility to independently verify the accuracy or completeness of any of such information, data or forecasts. Management of CFC and management of FCF assured Stephens that they were not aware of any relevant information that had been omitted or remained undisclosed to Stephens. Stephens did not assume any responsibility for making or undertaking an independent evaluation or appraisal of any of the assets or liabilities of CFC or of FCF, and Stephens was not furnished with any such evaluations or appraisals; nor did Stephens evaluate the solvency or fair value of CFC or of FCF under any laws relating to bankruptcy, insolvency or similar matters. Stephens did not assume any obligation to conduct any physical inspection of the properties, facilities, assets or liabilities (contingent or otherwise) of CFC or FCF. Stephens did not receive or review any individual loan or credit files nor did Stephens make an independent evaluation of the adequacy of the allowance for loan and lease losses of CFC or FCF. Stephens did not make an independent analysis of the effects of the COVID-19 pandemic, the invasion of Ukraine, potential future changes in the inflation rate or other related market developments or disruptions, or of any other disaster or adversity, on the business or prospects of CFC or FCF. With respect to the financial forecasts prepared by management of CFC and management of FCF, including the forecasts of potential cost savings and potential synergies, Stephens assumed that such financial forecasts had been reasonably prepared and reflected the best then currently available estimates and judgments of management of CFC and management of FCF, respectively, as to the future financial performance of CFC and FCF, respectively, and provided a reasonable basis for Stephens’ analysis. Stephens recognized that such financial forecasts were based on numerous variables, assumptions and judgments that were inherently uncertain (including, without limitation, factors related to general economic and competitive conditions) and that actual results could vary significantly from such forecasts, and Stephens expressed no opinion as to the reliability of such financial projections and estimates or the assumptions upon which they were based.

Stephens does not provide legal, accounting, regulatory, or tax advice or expertise, and Stephens relied solely, and without independent verification, on the assessments of CFC and its other advisors with respect to such matters. Stephens assumed, with CFC’s consent, that the proposed merger will not result in any materially adverse legal, regulatory, accounting or tax consequences for CFC or its shareholders and that any reviews of legal, accounting, regulatory or tax issues conducted as a result of the proposed merger will be resolved favorably to CFC and its shareholders. Stephens did not express any opinion as to any tax or other consequences that might result from the proposed merger.

Stephens’ opinion was necessarily based upon market, economic and other conditions as they existed and could be evaluated on the date of the opinion, and on the information made available to Stephens as of the date of the opinion. Market price data used by Stephens in connection with its opinion was based on reported market closing prices as of August 29, 2022. It should be understood that subsequent developments may affect the opinion and that Stephens did not undertake any obligation to update, revise or reaffirm the opinion or otherwise comment on events occurring after the date of the opinion. Stephens further noted that the current volatility and disruption in the credit and financial markets relating to, among other things, the COVID-19 pandemic, the invasion of Ukraine or potential future changes in inflation rates may or may not have an effect on CFC or FCF, and Stephens did not express an opinion as to the effects of such volatility or such disruption on the proposed merger or any party to the proposed merger. Stephens further expressed no opinion as to the prices at which shares of CFC common stock or FCF common stock may trade at any time subsequent to the announcement of the proposed merger.

In connection with developing its opinion, Stephens assumed that, in all respects material to its analyses:

Stephens’ opinion was limited to whether the consideration to be received by holders of CFC common stock (solely in their capacity as such) in the proposed merger was fair to them from a financial point of view as of the date of the opinion. Stephens was not asked to, and it did not, offer any opinion as to the terms of the merger agreement or the form of the proposed merger or any aspect of the proposed merger, other than the fairness, from a financial point of view, of the consideration to be received in the proposed merger by holders of CFC common stock (solely in their capacity as such). The opinion did not address the merits of the underlying decision by CFC to engage in the proposed merger, the merits of the proposed merger as compared to other alternatives potentially available to CFC or the relative effects of any alternative transaction in which CFC might engage, nor is it intended to be a recommendation to any person or entity as to any specific action that should be taken in connection with the proposed merger, including with respect to how to vote or act with respect to the proposed merger. Moreover, Stephens did not express any opinion as to the fairness of the amount or nature of the compensation to any of CFC’s officers, directors or employees, or to any group of such officers, directors or employees, whether relative to the compensation to other shareholders of CFC or otherwise.

The following is a summary of the material financial analyses performed and material factors considered by Stephens in connection with developing its opinion. Stephens performed certain procedures, including each of the financial analyses described below, and reviewed with CFC’s executive management and board of directors the assumptions upon which the analyses were based, as well as other factors. Although this summary does not purport to describe all of the analyses performed or factors considered by Stephens, it does set forth those analyses considered by Stephens to be material in arriving at its opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. The order of the summaries of analyses described does not represent the relative importance or weight given to those analyses by Stephens. It should be noted that in arriving at its opinion, Stephens did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Stephens believes that its analysis must be considered as a whole and that considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion. The financial analyses

summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses summarized below. Accordingly, Stephens’ analyses and the summary of its analyses must be considered as a whole, and selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying Stephens’ analyses and opinion.

Summary of Proposed Transaction:

Pursuant to the merger agreement and subject to the terms, conditions and limitations set forth therein, and for purposes of its opinion, Stephens understood that, subject to potential adjustments as described in the merger agreement, each outstanding share of CFC common stock (including restricted shares) will be converted into the right to receive 1.090 shares of FCF common stock. Stephens also understood that under the terms of the merger agreement outstanding options and warrants on CFC common stock will be converted into rights to receive FCF common stock on the terms set forth in the merger agreement. Based on FCF’s closing stock price of $14.13 on August 29, 2022, Stephens understood that the implied value of each share of CFC common stock would be approximately $15.40 and that the shares expected to be exchanged by FCF to acquire all of the equity interests in CFC would have an aggregate value of approximately $136.4 million as of August 29, 2022. Based upon the unaudited financial information of CFC as of and for the twelve months ended June 30, 2022, and market data as of August 29, 2022, Stephens calculated the following implied transaction multiples:

Note: The most recent quarter net earnings of CFC is based on the most recent available financial statements prior to announcement. Estimated 2023 net earnings based on assumptions provided by CFC’s management.

Based upon recent fluctuations in the trading price of FCF’s stock on and before August 29, 2022, Stephens calculated the following approximate transaction aggregate values:

Note: S&P Global Market Intelligence, CFC documents.

Relevant Public Companies Analysis – Company:

Stephens compared the financial condition, operating statistics and market valuation of CFC to certain public companies selected by Stephens and their respective public trading values. Stephens selected the companies outlined below because their relative asset size and financial performance, among other factors, were reasonably similar to CFC; however, no selected company below was identical or directly comparable to CFC. A complete analysis involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading values of the relevant public companies. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using relevant public company data.

Stephens selected the following sixteen (16) public companies based on the criteria set forth below:

Includes major exchange-traded⁽¹⁾ banks and thrifts headquartered in the Mid-Atlantic Region (DC, DE, MD, NJ, NY, PA) with between $500 million and $2 billion in most recent quarter total assets and TCE /TA less than 15%, excluding merger targets, mutuals and specialty situations (CARV):

Note:

To perform this analysis, Stephens reviewed publicly available financial information as of and for the last twelve-month period ended June 30, 2022, or the most recently reported period available, and the market trading multiples of the selected public companies based on August 29, 2022 closing prices. The financial data included in the table presented below may not correspond precisely to the data reported in historical financial statements as a result of the assumptions and methods used by Stephens to compute the financial data presented. The table below contains information reviewed and utilized by Stephens in its analysis:

Source: S&P Global Market Intelligence, FactSet.

Note: Dollars in millions. LTM=Last Twelve Months reported. MRQ=Most Recent Quarter reported. Market data as of August 29, 2022. “—” indicates data not applicable or data not available.

Relevant Regional⁽¹⁾ Bank & Thrift Transactions Analysis – Company:

Stephens reviewed certain publicly available transaction multiples and related financial data for Regional bank and thrift transactions announced since January 1^st, 2021, where (i) the deal value was publicly disclosed and (ii) the target’s assets were between $300 million and $2 billion, excluding any merger of equals (as defined by S&P Global Market Intelligence), HPS Investment Partners, LLC / Marlin Business Services Corp. (Management Buyout) and NMB Financial Corp / Noah Bank (Hostile LOI).

The following sixteen (16) transactions were selected by Stephens because each target’s relative asset size, financial performance and operations, among other factors, was reasonably similar to CFC; however, no selected company or transaction below was identical or directly comparable to CFC or the proposed merger:

Note:

Stephens considered these selected transactions to be reasonably similar, but not identical or directly comparable, to the proposed merger. A complete analysis involves complex considerations and qualitative judgments concerning differences in the selected transactions and other factors that could affect the transaction values in those selected transactions as compared with the proposed merger. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using selected transaction data. Stephens compared certain transaction multiples implied by the proposed merger to the 25^th percentile, median and 75^th percentile transaction multiples of the selected transactions:

Note:

Discounted Cash Flow Analysis – Company:

Stephens performed a standalone discounted cash flow analysis using projections developed by the executive management team of CFC, and then calculated a range of implied equity values for CFC based upon the discounted net present value of the projected after-tax free cash flows for the projected period. Stephens determined the amount of cash flow assuming (i) a terminal earnings multiple of 10.0x and (ii) a present value of the Company’s implied standalone terminal value of $221.5 million based on 2027 estimated earnings.

In selecting a terminal earnings multiple, Stephens considered a range implied by major exchange-traded $1.5 billion asset-sized banks of 9.0x to 11.0x. Stephens selected the midpoint of the selected range of 10.0x as the terminal earnings multiple. Stephens calculated the terminal value of CFC by applying the selected terminal earnings multiple to CFC’s calendar year 2027 projected net income of $22.1 million. The resulting terminal value for CFC was approximately $221.5 million based on the 10.0x price to forward earnings multiple.

Stephens considered discount rates implied by major exchange-traded $1-5 billion asset-sized banks from 13.0% to 17.0%. Using the CAPM methodology, Stephens calculated the range of discount rates using values for 3-year unlevered beta relative to the S&P 500, re-levered for the tax and capital structure of CFC. Stephens considered the equity risk premium and size based premium as outlined in the 2021 Duff & Phelps Valuation Handbook and the risk free rate based on the U.S. 30 year treasury rate of 3.2% as of August 29, 2022.

Based on this analysis, Stephens derived a range for the implied equity value of CFC from $11.32 per share to $16.18 per share.

The discounted cash flow analysis is a widely used valuation methodology, but the results of this methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, capital levels, and discount rates. The analysis did not purport to be indicative of the actual values or expected values of CFC. The actual results may vary from the projected results, any of these assumptions might not be realized in future operations and the variations may be material.

Miscellaneous:

The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Stephens believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Stephens considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgments as to significance and relevance of each analysis and factor, so the results from any particular analysis described above should not be taken to be the view of Stephens.

In performing its analyses, Stephens made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of CFC. The analyses performed by Stephens are not necessarily indicative of actual values, trading values or actual future results which might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty.

Stephens is serving as financial adviser to CFC in connection with the proposed merger and is entitled to receive from CFC reimbursement of its expenses and a fee for its services as financial advisor to CFC, a significant portion of which is contingent upon the consummation of the proposed merger. Stephens also received a $215,000 fee from CFC upon rendering its fairness opinion and a $250,000 advisory services fee upon the execution of the definitive merger agreement and the public announcement of the proposed merger. Upon the closing of the proposed merger, Stephens will be entitled to a fee in an amount equal to $1,577,535, reduced by

the $250,000 advisory services fee previously paid by CFC. The remaining portion of the fees payable to Stephens in connection with the proposed merger ($1,327,535) represents 74.1% of the total fees paid or payable to Stephens ($1,792,535). CFC has also agreed to indemnify Stephens against certain claims and liabilities that could arise out of Stephens’ engagement, including certain liabilities that could arise out of Stephens’ providing its opinion.

Stephens is familiar with CFC and FCF. Stephens issues periodic research reports regarding the business and prospects of FCF, and Stephens makes a market in the stock of FCF. Stephens has not received fees for providing investment banking services to CFC or FCF within the past two years. Stephens expects to pursue future investment banking services assignments with participants in the proposed merger transaction.

In the ordinary course of its business, Stephens and its affiliates and employees at any time may hold long or short positions, and may trade or otherwise effect transactions as principal or for the accounts of customers, in debt, equity or derivative securities of participants in the proposed merger.

Certain Unaudited Prospective Financial Information

FCF and CFC do not, as a matter of course, publicly disclose forecasts or internal projections as to their respective future performance, earnings or other results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates.

However, in connection with the merger, FCF’s senior management and CFC’s senior management prepared or approved for use certain unaudited prospective financial information which was provided to and considered by Stephens for the purpose of performing financial analyses in connection with its fairness opinion, as described in this proxy statement/prospectus under “—Opinion of CFC’s Financial Advisor” beginning on page 46. We refer to this information collectively as the “prospective financial information”.

The prospective financial information was not prepared for the purpose of, or with a view toward, public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles. A summary of certain significant elements of this information is set forth below, and is included in this proxy statement/prospectus solely for the purpose of providing holders of CFC common stock access to certain nonpublic information made available to CFC’s financial advisor for the purpose of performing financial analyses in connection with its fairness opinion.

Although presented with numeric specificity, the prospective financial information reflects numerous estimates and assumptions made by FCF’s senior management or CFC’s senior management, as applicable, at the time such prospective financial information was prepared or approved for use by CFC’s financial advisor and represents, as applicable, FCF senior management’s or CFC senior management’s respective evaluation of FCF’s expected future financial performance on a stand-alone basis, without reference to the merger, and CFC’s expected future financial performance on a stand-alone basis, without reference to the merger. These and the other estimates and assumptions underlying the prospective financial information involve judgments with respect to, among other things, economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which FCF and CFC operate and the risks and uncertainties described under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement/prospectus and in the reports that FCF files with the SEC from time to time, all of which are difficult to predict and many of which are outside the control of FCF and CFC and will be beyond the control of the combined company. There can be no assurance that the underlying assumptions would prove to be accurate or that the projected results would be realized, and actual results could differ materially from

those reflected in the prospective financial information, whether or not the merger is completed. Neither FCF nor CFC endorses the prospective financial information as necessarily predictive of actual future results. Further, these assumptions do not include all potential actions that the senior management of FCF or CFC could or might have taken during these time periods. The inclusion in this proxy statement/prospectus of the unaudited prospective financial information below should not be regarded as an indication that FCF, CFC or their respective boards of directors or CFC’s financial advisor considered, or now consider, this prospective financial information to be material information to any holders of FCF common stock or holders of CFC common stock, as the case may be, particularly in light of the inherent risks and uncertainties associated with such prospective financial information. This information should not be construed as financial guidance and it should not be relied on as such. This information was prepared solely for internal use and is subjective in many respects and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The prospective financial information is not fact and should not be relied upon as being necessarily indicative of actual future results. The prospective financial information also reflects numerous variables, expectations and assumptions available at the time it was prepared as to certain business decisions that are subject to change and do not take into account any circumstances or events occurring after the date they were prepared. Further, the prospective financial information does not take into account the effect of any possible failure of the merger to occur. No assurances can be given that if the prospective financial information and the underlying assumptions had been prepared as of the date of this proxy statement/prospectus, similar assumptions would be used. In addition, the prospective financial information may not reflect the manner in which the combined company would operate after the merger.

The prospective financial information included in this document has been prepared by, and is the responsibility of, management of FCF and CFC. Neither FCF’s independent registered public accounting firm nor CFC’s independent auditor have audited, reviewed, examined, compiled nor applied agreed upon procedures with respect to the prospective financial information and, accordingly, no independent registered public accounting firm has expressed any opinion or given any other form of assurance with respect thereto and no independent registered public accounting firm assumes any responsibility for the prospective financial information. The report of FCF’s independent registered public accounting firm, Ernst & Young LLP, incorporated by reference in this proxy statement/prospectus relates to the historical financial information of FCF. Such report does not extend to the prospective financial information and should not be read to do so.

Prospective Financial Information Regarding FCF

In performing its financial analysis, Stephens used the following prospective financial information regarding FCF, which was based on research analyst consensus estimates for 2022 and 2023 and on information provided to Stephens by FCF management and was approved by FCF and CFC for use by Stephens in connection with developing its fairness opinion: (i) estimated earnings per share for FCF of $0.76 for the period from July 1, 2022 to December 31, 2022, $1.56 for the year ending December 31, 2023, and $1.56 for the year ending December 31, 2024; and (ii) an estimated annual earnings per share growth rate thereafter of 7.0%, per FCF management. FCF’s earnings per share for the year ending December 31, 2024 was projected to be unchanged from the prior year, as the additional regulatory burden and corresponding costs and expenses associated with crossing the $10 billion asset threshold, including the reduction in annual card-related interchange income, was assumed to offset normal earnings growth.

Prospective Financial Information Regarding CFC

In performing its financial analysis with respect to CFC on a stand-alone basis, Stephens used the following prospective financial information regarding CFC, which was provided to Stephens by CFC management and was approved by CFC for use by Stephens in connection with developing its fairness opinion: (i) estimated annual asset growth rate of 6.4% in 2022, 9.3% in 2023 and 7.5% in 2024 and thereafter; (ii) estimated net income available to common shareholders of CFC of $12.4 million for the year ending December 31, 2022 and $16.6 million for the year ending December 31, 2023; and (iii) assumed net income growth rate of 7.5% for 2024 and thereafter.

The following table presents certain unaudited prospective financial information for CFC for the years ending December 31, 2022 through December 31, 2026.

General

The prospective financial information was prepared separately using, in some cases, different assumptions, and the different estimates are not intended to be added together. Adding the prospective financial information together for the two companies is not intended to represent the results the combined company will achieve if the merger is completed and is not intended to represent forecasted financial information for the combined company if the merger is completed.

By including in this proxy statement/prospectus a summary of the prospective financial information, neither FCF nor CFC nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of FCF or CFC compared to the information contained in the prospective financial information. Neither FCF, CFC, nor, after completion of the merger, the combined company, undertakes any obligation to update or otherwise revise the prospective financial information or financial information to reflect circumstances existing since their preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

The prospective financial information summarized in this section is not being included in this proxy statement/prospectus in order to induce any holder of CFC common stock to vote in favor of the CFC merger proposal or any of the other proposals to be voted on at the CFC special meeting.

In light of the foregoing, and taking into account that the CFC special meeting will be held several months after the financial forecasts were prepared, as well as the uncertainties inherent in any forecasted information, CFC shareholders are strongly cautioned not to place unwarranted reliance on such information.

Interests of Certain CFC Directors and Executive Officers in the Merger

In considering the recommendation of CFC’s board of directors to vote for the merger proposal, CFC shareholders should be aware that directors and executive officers of CFC have interests in the merger that are in addition to, or different from, their interests as shareholders of CFC. CFC’s board of directors was aware of these interests and considered them in approving the merger agreement and the transactions contemplated by the merger agreement, including the merger, and the decision to recommend that the CFC shareholders approve the merger proposal. These interests are described below.

CFC Stock Options, Warrants and Restricted Stock

Under the terms of CFC’s equity compensation plans, outstanding equity awards and CFC Warrants held by CFC’s employees (including executive officers) and directors vest in full upon consummation of a change in control transaction. The merger will constitute a change in control for purposes of the plans and unvested CFC Warrants. On the closing date, each outstanding CFC Stock Option (including unvested options, which will immediately vest on the closing date) and outstanding CFC Warrant will be canceled and converted into the right to receive the “net number” of shares of FCF common stock determined according to a formula set forth in the

merger agreement. For more information, see “The Merger Agreement – Treatment of CFC Equity Awards” below. Because the CFC Stock Options and CFC Warrants may not otherwise vest and the value of each share of CFC common stock will fluctuate between the date of the merger agreement and the closing date, CFC’s directors and officers who hold CFC Stock Options and CFC Warrants may receive consideration for each such security that is, on a per share basis, more, less or the same as the merger consideration paid to shareholders for each CFC share, which will fluctuate with the value of FCF’s common stock between the date of this proxy statement/prospectus and the closing date.

The following table sets forth, for each of CFC’s executive officers and non-employee directors, the number of all outstanding CFC Stock Options, CFC Warrants and CFC Restricted Stock Awards held by each such person as of September 30, 2022, and the estimated consideration that each will receive at or after the effective time of the merger in connection with such awards: