First Commonwealth (NASDAQ: FCF) EVP details RSU vesting and tax share withholding

Rhea-AI Filing Summary

First Commonwealth Financial Corporation executive Norman J. Montgomery reported equity compensation activity. On January 27, 2026, he acquired 18,600 shares of common stock at $0 in connection with the company’s 2023–2025 Long-Term Incentive Plan, and the issuer withheld 8,530 shares to cover related tax obligations. Following these transactions, he directly owned 89,608 common shares. A grant of 6,200 service-based restricted stock units was converted to common stock on a 1-for-1 basis after vesting, while additional service-based restricted stock units awarded in 2024 and 2025 remain outstanding and are scheduled to convert into common stock after future three-year vesting periods.

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^*

Montgomery Norman J

(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/Business Integration

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)		18,600	A	$0	98,138	D
Common Stock	01/27/2026		F(2)		8,530	D	$0	89,608	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			6,200	(3)	(3)	Common Stock	6,200	$0	0	D
Restricted Stock Units-Service Based	(4)							(4)	(4)	Common Stock	6,300		6,300	D
Restricted Stock Units-Service Based	(5)							(5)	(5)	Common Stock	5,750		12,050	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 Norman J. Montgomery	01/29/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did FCF executive Norman J. Montgomery report?

Norman J. Montgomery reported equity compensation activity tied to First Commonwealth’s long-term incentive plan. He acquired 18,600 shares of common stock at $0 and had 8,530 shares withheld by the issuer to satisfy tax obligations, reflecting standard settlement of vested restricted stock units.

How many First Commonwealth (FCF) shares does the EVP own after this Form 4?

After the reported transactions, EVP Norman J. Montgomery beneficially owned 89,608 shares of First Commonwealth common stock directly. This balance reflects the net result of shares issued in settlement of vested restricted stock units and shares withheld by the issuer to cover associated tax obligations.

What is the source of the 18,600 FCF shares reported as acquired?

The 18,600 First Commonwealth shares were issued as settlement of performance and service-based restricted stock units granted under the company’s 2023–2025 Long-Term Incentive Plan, converting into common stock on a 1-for-1 basis after meeting the applicable vesting and performance conditions described in the plan.

Why were 8,530 First Commonwealth (FCF) shares withheld in this filing?

The issuer withheld 8,530 shares of First Commonwealth common stock to satisfy tax withholding obligations connected to the settlement of restricted stock units under the 2023–2025 Long-Term Incentive Plan. Instead of paying cash taxes, a portion of the vested shares was retained by the company.

What happened to the 6,200 service-based restricted stock units reported for FCF?

The 6,200 service-based restricted stock units awarded in 2023 converted into an equal number of First Commonwealth common shares on a 1-for-1 basis after a three-year vesting period. After this conversion, the reporting person no longer held those units as derivative securities.

What future share issuances could result from Norman J. Montgomery’s FCF RSU awards?

Service-based restricted stock units awarded in 2024 and 2025 are each convertible into First Commonwealth common stock on a 1-for-1 basis. These RSUs are scheduled to convert into shares at the end of their respective three-year vesting periods, assuming continued satisfaction of service conditions.