First Commonwealth (FCF) Insider: 5,150 RSUs Granted; 1,425 Shares Withheld

Rhea-AI Filing Summary

Brian J. Sohocki, EVP/Chief Credit Officer and director of First Commonwealth Financial Corp (FCF) reported transactions on 08/18/2025. The filing shows 1,425 shares were disposed (code F) with $0 price, which the filer explains were shares withheld by the issuer to pay tax liability in connection with vesting. After the transaction, Mr. Sohocki beneficially owned 28,519 shares. The filing also discloses an award of 5,150 service-based restricted stock units granted in 2025 that convert 1-for-1 into common shares after a three-year vesting period. The form was submitted by a POA on behalf of Mr. Sohocki.

Positive

• Retention incentive disclosed: 5,150 service-based RSUs with a three-year vesting term show alignment with long-term shareholder interests
• Maintained meaningful ownership: Beneficial ownership of 28,519 shares remains after the withholding

Negative

• Disposition recorded: 1,425 shares were disposed (withheld for taxes), which reduces the officer's immediate share count

Insights

Financial Analyst

TL;DR: Routine insider tax-withholding and grant; limited near-term market impact.

The reported disposition of 1,425 shares was executed to satisfy tax withholding on vested RSUs rather than an open-market sale, which reduces signalling risk to investors. Retained beneficial ownership of 28,519 shares plus the 5,150 service-based RSUs indicates ongoing alignment with shareholder interests. The magnitude of the withholding is small relative to typical market-moving insider transactions and appears non-material to FCF's capitalization.

Corporate Governance Expert

TL;DR: Disclosure is compliant and routine; RSU award supports executive retention.

The Form 4 clearly states the nature of the tax-withholding disposition and the terms of the RSU award (three-year service vest). Filing by POA is properly signed. This is a standard executive compensation and withholding event and presents no governance red flags based on the disclosed facts.

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^*

Sohocki Brian 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/Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		F(1)		1,425	D	$0	28,519	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	(2)							(2)	(2)	Common Stock	5,150		5,150	D

Explanation of Responses:

1. Shares withheld by the issuer to pay tax liability in connection with the vesting of restricted stock.

2. 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 Brian J. Sohocki	08/18/2025
	** 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 did Brian J. Sohocki disclose on Form 4 for FCF?

He reported on 08/18/2025 that 1,425 shares were disposed (withheld to pay tax) and he beneficially owns 28,519 shares; he also has 5,150 RSUs awarded in 2025.

Why were 1,425 shares disposed according to the filing?

The filing explains the shares were withheld by the issuer to pay tax liability in connection with the vesting of restricted stock.

What are the terms of the restricted stock units (RSUs) disclosed?

The RSUs are service-based awards granted in 2025 that convert 1-for-1 into FCF common stock after a three-year vesting period, totaling 5,150 underlying shares.

How many FCF shares does Sohocki own after the reported transaction?

He beneficially owns 28,519 shares following the 08/18/2025 transaction.

Was the Form 4 properly signed and filed?

The form shows a POA signature (/s/ Matthew C. Tomb) dated 08/18/2025 on behalf of Brian J. Sohocki.