Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On July 28, 2026, the Board of Directors of First Commonwealth Financial Corporation (the “Company”), approved the following amendments to the Company’s By-Laws:…
First Commonwealth Financial Corporation (NYSE: FCF), headquartered in Indiana, Pennsylvania, is a financial services Company with 126 community banking offices in 30 counties throughout western and central Pennsylvania and throughout Ohio, as well as commercial lending operations in Pittsburgh and Harrisburg, Pennsylvania, and Canton, Cleveland, Columbus and Cincinnati, Ohio. The Company also operates mortgage offices in Wexford, Pennsylvania, as well as Hudson and Lewis Center, Ohio. First Commonwealth provides a full range of commercial banking, consumer banking, mortgage, equipment finance, wealth management and insurance products and services through its subsidiaries First Commonwealth Bank and First Commonwealth Insurance Agency. For more information about First Commonwealth or to open an account today, please visit www.fcbanking.com.
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Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 28, 2026, the Board of Directors of First Commonwealth Financial Corporation (the “Company”), approved the following amendments to the Company’s By-Laws:
• Section 2.1 was amended to incorporate requirements of the Pennsylvania Business Corporation Law for meetings of shareholders that are held solely by means of the Internet or other electronic communications technology.
• Section 2.5(a)(3), which sets forth disclosure requirements for advance notice of nominations or other business to be brought before a meeting by shareholders, was amended to require that shareholders wishing to nominate directors solicit proxies from holders representing at least 67% of the voting power of shares entitled to vote on the election of directors, in compliance with Rule 14a-19 under the Exchange Act.
• Section 5.7, which addresses vacancies on the Board of Directors, was amended to remove a reference to classes of directors and confirm that a Director appointed to fill a vacancy serves until the next annual meeting of shareholders and until his or her successor is elected and qualified.
• Article 10 was amended to replace “Chairman” with “Chair” throughout.
The text of the Amended and Restated By-Laws is filed with this Report as Exhibit 3.1, and the descriptions in this Report are qualified in their entirety by reference to that exhibit.