First Commonwealth CEO covers taxes with share transfer

First Commonwealth Financial Corporation’s President and CEO, T. Michael Price, reported an amended insider transaction related to tax withholding under a long-term incentive plan.

Accepted by SEC EDGAR 02/06/2026 - 03:40 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

First Commonwealth Financial Corporation’s President and CEO, T. Michael Price, reported an amended insider transaction related to tax withholding under a long-term incentive plan. On 01/27/2026, 19,363 shares of common stock were transferred to the issuer at a price of $0 to satisfy tax obligations for the 2023-2025 Long-Term Incentive Plan.

Following this tax-related share transfer, Price beneficially owned 392,047 shares of First Commonwealth common stock directly. The amendment corrects the number of shares withheld and the resulting share balance previously reported.

Insider Trade Summary

Exercise Price or Tax Liability: 19,363 shares

Exercise Price or Tax Liability 1 txn

Insider Price T Michael

Role President & CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	19,363	$0.00	$0.00

Holdings After Transaction: Common Stock — 392,047 shares (Direct)

Holdings Before and After: Common Stock, 411,410 to 392,047 shares (Direct)

Footnotes (1)

1. F1. Shares held by the issuer to satisfy tax withholding obligations in connection with the 2023-2025 Long-Term Incentive Plan.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did FCF’s CEO report in this Form 4/A?

FCF’s CEO reported a tax-related share transfer. On 01/27/2026, 19,363 First Commonwealth common shares were delivered to the issuer to satisfy tax withholding obligations tied to a 2023-2025 Long-Term Incentive Plan award.

How many FCF shares did the CEO use to cover tax withholding?

The CEO used 19,363 shares to cover taxes. These First Commonwealth common shares were withheld by the issuer in connection with the 2023-2025 Long-Term Incentive Plan, recorded at a transaction price of $0 on the Form 4/A.

How many FCF shares does the CEO own after this amended transaction?

After the transaction, the CEO owned 392,047 shares. The Form 4/A shows 392,047 First Commonwealth common shares beneficially owned directly by T. Michael Price following the 19,363-share tax withholding transfer to the issuer.

Why is the transaction price listed as $0 for the FCF CEO’s share transfer?

The price is $0 because shares were used for tax withholding. The 19,363 First Commonwealth shares were held by the issuer to satisfy tax obligations under the 2023-2025 Long-Term Incentive Plan, rather than sold for cash in the market.

What does the 2023-2025 Long-Term Incentive Plan mean for FCF’s CEO shares?

The plan granted shares subject to tax withholding. Under the 2023-2025 Long-Term Incentive Plan, a portion of the CEO’s share-based award triggered tax obligations, leading to 19,363 shares being withheld by the issuer to cover those taxes.

What correction does this amended Form 4/A for FCF make?

The amendment corrects prior share and ownership figures. It revises the number of shares held by the issuer for tax withholding under the 2023-2025 Long-Term Incentive Plan and the resulting total shares beneficially owned after the transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Price T Michael

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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)		19,363	D	$0	392,047	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 POA for T. Michael Price	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.
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