First Commonwealth Financial (FCF) CFO details RSU vesting and share withholding

Rhea-AI Filing Summary

First Commonwealth Financial Corporation executive James R. Reske, EVP and Chief Financial Officer, reported equity award activity in company stock. On January 27, 2026, he acquired 21,000 shares of common stock at $0 per share, issued as settlement of performance and service-based restricted stock units under the 2023–2025 Long-Term Incentive Plan. On the same date, 9,167 shares of common stock at $0 per share were withheld by the issuer to cover tax obligations tied to this plan. After these transactions, he directly owned 92,144 shares of common stock. A related derivative transaction shows 7,000 service-based restricted stock units converted into common stock, leaving no remaining units from that grant. He continues to hold 8,000 and 7,300 additional service-based restricted stock units from 2024 and 2025 awards, each convertible into common stock on a 1-for-1 basis after a three-year vesting period.

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^*

Reske James R

(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 Financial Officer

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

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

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		A(1)		21,000	A	$0	101,311	D
Common Stock	01/27/2026		F(2)		9,167	D	$0	92,144	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
Restricted Stock Units-Service Based	(3)	01/27/2026		M			7,000	(3)	(3)	Common Stock	7,000	$0	0	D
Restricted Stock Units-Service Based	(4)							(4)	(4)	Common Stock	8,000		8,000	D
Restricted Stock Units-Service Based	(5)							(5)	(5)	Common Stock	7,300		15,300	D

Explanation of Responses:

1. Shares issued as settlement of performance and service based restricted stock units granted under the First Commonwealth Financial Corporation 2023-2025 Long-Term Incentive Plan

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

3. Service based stock units awarded in 2023 and converted to FCF common stock on a 1-for-1 basis after a 3 year vesting period.

4. Award in 2024 of service based stock units convertible into shares of FCF common stock on a 1-for-1 basis at the end of a 3 year vesting period.

5. Award in 2025 of service based stock units convertible into shares of FCF common stock on a 1-for-1 basis at the end of a 3 year vesting period.

Remarks:

	/s/ Matthew C. Tomb POA for James R. Reske	01/29/2026
	** 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).
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FAQ

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

FCF’s EVP/Chief Financial Officer James R. Reske reported acquiring 21,000 shares of common stock at $0 per share on January 27, 2026, issued as settlement of performance and service-based restricted stock units under the 2023–2025 Long-Term Incentive Plan.

How many FCF shares does the CFO own after the reported Form 4 transactions?

After the reported transactions, EVP/Chief Financial Officer James R. Reske directly owns 92,144 shares of First Commonwealth Financial common stock, reflecting shares received from vested equity awards and shares withheld by the issuer to cover related tax obligations.

Why were 9,167 FCF shares withheld in the CFO’s Form 4 filing?

The 9,167 First Commonwealth Financial common shares were withheld by the issuer at $0 per share to satisfy tax withholding obligations connected to the settlement of restricted stock units under the 2023–2025 Long-Term Incentive Plan described in the filing’s footnotes.

What happened to the 7,000 restricted stock units reported by FCF’s CFO?

The 7,000 service-based restricted stock units reported by FCF’s CFO were converted into common stock on a 1-for-1 basis, at an exercise price of $0, leaving no remaining units from that particular 2023 stock unit award after the transaction.

What ongoing restricted stock unit awards does the FCF CFO still hold?

The CFO still holds 8,000 and 7,300 service-based restricted stock units from 2024 and 2025 awards. Each award is convertible into First Commonwealth Financial common stock on a 1-for-1 basis at the end of a three-year vesting period.

What plan governs the FCF CFO’s reported restricted stock unit settlement?

The restricted stock unit settlement for FCF’s CFO is governed by the First Commonwealth Financial Corporation 2023–2025 Long-Term Incentive Plan, which granted performance and service-based restricted stock units subsequently settled in common shares and partially withheld for tax obligations.