FCF (FCF) EVP Jane Grebenc logs stock award vesting and tax share withholding

Rhea-AI Filing Summary

First Commonwealth Financial Corporation executive and director Jane Grebenc reported equity compensation activity involving company stock. On January 27, 2026, she acquired 23,550 shares of common stock at $0 per share as settlement of performance and service-based restricted stock units under the 2023–2025 Long-Term Incentive Plan.

On the same date, 10,338 common shares were withheld by the issuer to cover tax obligations tied to this vesting, leaving her with 187,673 common shares held directly. In addition, she continues to hold 8,750 and 8,000 service-based restricted stock units from 2024 and 2025 awards, respectively, 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^*

Grebenc Jane

(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)
	EVP/Chief Revenue 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)		23,550	A	$0	198,011	D
Common Stock	01/27/2026		F(2)		10,338	D	$0	187,673	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			7,850	(3)	(3)	Common Stock	7,850	$0	0	D
Restricted Stock Units-Service Based	(4)							(4)	(4)	Common Stock	8,750		8,750	D
Restricted Stock Units-Service Based	(5)							(5)	(5)	Common Stock	8,000		16,750	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 Jane Grebenc	01/28/2026
	** 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).
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FAQ

What insider transaction did FCF executive Jane Grebenc report on January 27, 2026?

Jane Grebenc reported the vesting and settlement of equity awards on January 27, 2026. She acquired 23,550 shares of First Commonwealth Financial common stock at $0 per share, reflecting settlement of performance and service-based restricted stock units granted under the 2023–2025 Long-Term Incentive Plan.

How many FCF common shares does Jane Grebenc own after the reported Form 4 transactions?

After the transactions, Jane Grebenc directly owns 187,673 FCF common shares. This figure reflects equity award settlement and shares withheld for taxes, as reported on the Form 4, and represents her direct beneficial ownership following the January 27, 2026 activity.

Why were 10,338 FCF shares withheld in Jane Grebenc’s Form 4 filing?

10,338 shares were withheld to satisfy tax withholding obligations. The Form 4 notes that these common shares were retained by First Commonwealth Financial Corporation in connection with the long-term incentive plan, rather than sold in the open market by Jane Grebenc.

What happened to Jane Grebenc’s 7,850 service-based restricted stock units at FCF?

7,850 service-based restricted stock units were converted into common stock. The RSUs were converted on a 1-for-1 basis into First Commonwealth Financial common shares upon vesting, with a reported transaction code M and an exercise price of $0 per share.

What restricted stock unit awards does Jane Grebenc still hold in FCF?

Jane Grebenc continues to hold 8,750 and 8,000 service-based RSUs. The awards were granted in 2024 and 2025 and are each convertible into FCF common stock on a 1-for-1 basis at the end of a three-year vesting period.

Is the January 27, 2026 FCF Form 4 transaction a market sale by Jane Grebenc?

The filing reflects equity vesting and tax withholding, not an open-market sale. Shares were issued to Jane Grebenc as settlement of restricted stock units, while a portion was withheld by the issuer to cover tax obligations under the long-term incentive plan.