[Form 4] First Commonwealth Financial Corporation Insider Trading Activity

Rhea-AI Filing Summary

SEC Form 4 filed for First Guaranty Bancshares, Inc. (FGBI) discloses that director Edgar R. Smith III markedly increased his ownership on 30 June 2025.

• Open-market purchase: 30,865 common shares acquired at $8.10 (Code P).
• Debt-for-equity exchange: 1,981,506 new shares issued at $7.57 in exchange for a $15 million floating-rate subordinated note under an Exchange Agreement dated 16 June 2025.
• Note amendments: 88,482 shares issued at $8.00 to Smith & Tate Investments, LLC pursuant to amendments to an existing promissory note and a subordinated note.

Following these transactions, Smith reports 2,852,467 shares held directly. Indirectly, he controls additional positions through several LLCs, including Smith & Hood Holding Company, LLC (1,062,817 shares) and three other investment entities, taking total reported beneficial ownership well above three million shares.

The filing signals a net addition of roughly 2.1 million shares, replacing interest-bearing debt with equity and reflecting continued insider confidence. Because the new shares were issued below recent market purchases ($7.57 vs. $8.10), the company reduces debt at a valuation apparently acceptable to both parties while the director deepens alignment with common shareholders.

Positive

• $15 million subordinated note retired in exchange for equity, reducing leverage and future interest expense.
• Director purchased and received ~2.1 million shares, signalling insider confidence and stronger alignment with common shareholders.

Negative

• Share issuance dilutes existing shareholders by increasing the outstanding share count.
• Large insider concentration may raise governance concerns regarding voting control.

Insights

Financial Analyst

TL;DR Director converts $15 m debt into equity and buys more shares, lowering leverage and showing insider confidence; dilution risk modest.

Debt-for-equity conversion: The exchange of a $15 million subordinated note for 1.98 million shares at $7.57 removes a future interest expense stream and lengthens common equity, marginally improving Tier 1 capital metrics. At the stated price, the implied conversion multiple is roughly 0.76× tangible book (assuming TBV near $10), suggesting the company issued shares at a discount but still eliminates costly debt.

Open-market buy: Smith’s additional 30,865-share purchase at $8.10—above the negotiated exchange price—reinforces a bullish insider signal.

Dilution considerations: The newly issued shares enlarge the float by about 18% if the company previously had ~11 million shares outstanding (exact figure not provided), a factor investors should weigh against the balance-sheet de-risking.

Net impact: Positive; strengthens capital and demonstrates insider commitment, though valuation impact hinges on how investors price the incremental shares.

Corporate Governance Expert

TL;DR Large insider ownership increase enhances alignment but concentrated control rises; governance impact mixed.

The filing lifts Smith’s direct stake to 2.85 million shares, plus significant indirect holdings via multiple LLCs. Such concentration can be beneficial—aligning management with shareholder value—yet it also increases voting power that may sway strategic decisions. The disclosures satisfy Section 16 requirements, and the explicit disclaimer of pecuniary interest in certain entities mitigates conflict-of-interest concerns.

Overall, governance risk remains moderate; transparency is adequate, and insider participation in capital restructuring may reassure minority investors.

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^*

McCuen Michael P

(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 Lending Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		F(1)		4,448	D	$0	56,195(2)	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 withheld by the issuer to pay tax liability in connection with the vesting of restricted stock.

2. Securities Beneficially Owned includes 8,000 shares of restricted stock which vest in a single installment on September 11, 2026 and 30,000 shares of restricted stock which vest in equal installments on each of July 1, 2026 and July 1, 2027, in each case subject to the terms of Restricted Stock Agreements entered into between the Issuer and the Reporting Person.

Remarks:

	/s/ Matthew C. Tomb POA for Michael P. McCuen	07/02/2025
	** 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

How many FGBI shares did Edgar R. Smith III acquire on 30 June 2025?

He acquired a total of 2,100,853 common shares through open-market purchase and two note-related issuances.

What price was used in the debt-for-equity exchange at First Guaranty Bancshares?

The Exchange Agreement valued the shares at $7.57 each.

How much debt did FGBI eliminate through the exchange with Edgar R. Smith III?

The company exchanged $15 million of a floating-rate subordinated note for equity.

What is Edgar R. Smith III’s direct ownership after the reported transactions?

He now reports 2,852,467 shares held directly.

Why were additional shares issued to Smith & Tate Investments, LLC?

The 88,482 shares stem from amendments to an existing promissory note and a subordinated note dated 4 June 2025.