First Commonwealth (FCF) EVP updates tax share withholding record

Rhea-AI Filing Summary

First Commonwealth Financial Corp. executive vice president and chief risk officer filed an amended insider report for a share withholding transaction on January 27, 2026. The filing shows 7,922 shares of common stock were withheld by the company at $0 to cover taxes under the 2023-2025 Long-Term Incentive Plan.

After this correction, the officer is reported to beneficially own 86,284 shares of First Commonwealth common stock directly. The amendment updates the originally reported number of shares withheld and the post-transaction ownership balance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tomb Matthew C

(Last) (First) (Middle)

601 PHILADELPHIA STREET

(Street)

INDIANA PA 15701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST COMMONWEALTH FINANCIAL CORP /PA/ [ FCF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP/Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/27/2026		F(1)		7,922	D	$0	86,284	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares held by the issuer to satisfy tax withholding obligations in connection with the 2023-2025 Long-Term Incentive Plan.

Remarks:

This amendment corrects the shares held by the issuer to satisfy tax withholding obligations in connection with the 2023-2025 Long-Term Incentive Plan and the amount of Securities Beneficially Owned Following Reported Transaction in the Form 4 filed by the Reporting Person on January 28, 2026.

	/s/ Matthew C. Tomb	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did FCF’s EVP report on January 27, 2026?

The EVP and Chief Risk Officer of First Commonwealth Financial Corp. (FCF) reported a share withholding transaction on January 27, 2026, where 7,922 common shares were withheld by the company at $0 to satisfy tax obligations under the 2023-2025 Long-Term Incentive Plan.

Why were 7,922 FCF shares disposed of at a price of $0?

The 7,922 First Commonwealth Financial Corp. shares were not sold in the market. They were withheld by the issuer at $0 to cover tax withholding obligations related to awards under the 2023-2025 Long-Term Incentive Plan, a common non-cash settlement method.

How many First Commonwealth (FCF) shares does the EVP own after this transaction?

Following the reported tax withholding transaction, the EVP and Chief Risk Officer is shown as beneficially owning 86,284 shares of First Commonwealth common stock directly. This figure reflects the updated balance after the 7,922-share withholding under the 2023-2025 Long-Term Incentive Plan.

What is the purpose of this Form 4/A amendment for FCF?

The Form 4/A amendment corrects the number of shares held by the issuer to satisfy tax withholding obligations and the amount of securities beneficially owned after the transaction, updating information originally reported by the executive on January 28, 2026 for the same event.

Was the FCF executive’s 7,922-share transaction an open-market sale?

No. The 7,922-share transaction by the First Commonwealth executive is coded as “F”, indicating shares were withheld by the issuer to satisfy tax withholding obligations under the 2023-2025 Long-Term Incentive Plan, rather than an open-market sale to outside buyers.

What compensation plan is linked to the FCF share withholding transaction?

The share withholding relates to the 2023-2025 Long-Term Incentive Plan of First Commonwealth Financial Corp. Under this plan, a portion of awarded shares can be withheld by the company to meet tax withholding obligations, as reflected in the 7,922-share transaction reported.