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First Commonwealth Financial Corporation’s Board of Directors approved amendments to its by-laws on July 28, 2026. The changes update rules for shareholder meetings held solely via the Internet or other electronic communications, aligning them with the Pennsylvania Business Corporation Law.
Disclosure rules for advance notice of director nominations now require nominating shareholders to solicit proxies from holders representing at least 67% of the voting power entitled to vote on director elections, in line with Rule 14a-19 under the Exchange Act. Provisions on board vacancies now clarify that an appointed director serves until the next annual meeting and until a successor is elected and qualified, and references to “Chairman” are replaced with “Chair” throughout Article 10. An Amended and Restated version of the by-laws is included as Exhibit 3.1.
First Commonwealth Financial Corporation reported strong results for the quarter ended June 30, 2026. GAAP net income was $44.6 million, or $0.44 per diluted share, up from $37.5 million ($0.37) in the prior quarter and $33.4 million ($0.32) a year earlier. Core net income was $44.4 million, or $0.44 per share. Return on average assets reached 1.47%, return on average equity was 11.44%, and return on average tangible common equity was 15.71%.
Net interest income on a fully taxable-equivalent basis was $112.8 million, with net interest margin of 4.01%, up 9 basis points sequentially and 18 basis points year over year. Noninterest income was $27.0 million, while noninterest expense was $74.2 million, driving a core efficiency ratio of 52.24%, an improvement of 320 basis points from the prior quarter. The allowance for credit losses was 1.35% of loans. Nonperforming loans fell to $81.6 million, or 0.86% of loans, but net charge-offs increased to $11.4 million, or 0.49% of average loans.
Capital remained robust, with a total risk-based capital ratio of 15.1% and common equity Tier 1 of 12.6%. The company repurchased 645,695 shares at an average price of $18.66 in the quarter and the board authorized an additional $75.0 million share repurchase program. A quarterly cash dividend of $0.14 per share was declared, implying a 2.7% projected annual yield based on a $20.87 share price.
First Commonwealth Financial Corporation insider James R. Reske filed a notice of proposed sale of common stock under Form 144. The filing covers up to 15,217 shares of common stock, with an aggregate market value of $316,970.00, proposed to be sold on or after 08/05/2026 on the NYSE. These shares were issued as awards under the company’s 2015–2017 Long-Term Incentive Plan (6,216 shares, dated 01/31/2018) and 2014–2016 Long-Term Incentive Plan (9,001 shares, dated 02/27/2017), categorized as equity compensation. The filing also lists sales during the past three months, including three transactions of 2,072 shares each on 05/05/2026, 06/05/2026, and 07/06/2026, with total proceeds per transaction of $38,366.68, $39,225.24, and $42,484.51, respectively.
First Commonwealth Financial Corp. filed an amended initial ownership report for EVP / Regional Banking Matthew T. Zuro, adding a previously omitted holding of 4,750 service-based restricted stock units awarded in 2026. These units are convertible into common stock on a 1-for-1 basis at the end of a 3 year vesting period.
First Commonwealth Financial Corp reports that EVP and Chief Information Officer Ryan Lysaght Gorney holds 5,350 service-based restricted stock units, each convertible into one share of FCF common stock.
The units were awarded in 2026 and vest after a three-year service-based vesting period, and were previously omitted from the initial statement of beneficial ownership dated May 1, 2026.
First Commonwealth Financial EVP/Chief Financial Officer James R. Reske sold 2,072 shares of common stock on July 6, 2026 in multiple open-market transactions at prices between $20.44 and $20.57 per share under a Rule 10b5-1 trading plan. He also holds service-based restricted stock units awarded in 2024, 2025 and 2026 that are convertible 1-for-1 into 8,000, 7,300 and 6,850 shares of common stock after 3-year vesting periods.
First Commonwealth Financial Corp. EVP and Chief Banking Officer Michael P. McCuen had 4,335 shares of common stock withheld by the company to cover tax liabilities tied to restricted stock vesting. After this tax-withholding disposition, he directly holds 47,276 common shares. He also holds service-based restricted stock units tied to 6,500, 6,900 and 6,800 underlying common shares, plus 8,000 restricted shares scheduled to vest on September 11, 2026 and 15,000 restricted shares scheduled to vest on July 1, 2027.
First Commonwealth Financial Corporation reported an insider sale: Norman J. Montgomery sold 11,759 shares of Common Stock on 05/18/2026, generating $211,448.31 in proceeds. The filing lists prior equity awards granted under the 2017-2019, 2018-2020, and 2019-2021 Long-Term Incentive Plans with award counts shown for 02/04/2020, 02/23/2021, and 02/18/2022.
First Commonwealth Financial EVP and CFO James R. Reske reported open-market sales of company stock. On June 5, 2026, he sold a total of 2,072 shares of common stock in multiple transactions at prices between $18.87 and $19.02 per share, and now directly holds 79,276 common shares.
He also holds service-based restricted stock units from awards granted in 2024, 2025, and 2026. These units are convertible into 6,850, 7,300, and 8,000 shares of FCF common stock, respectively, on a 1-for-1 basis at the end of their three-year vesting periods.
First Commonwealth Financial Corp. executive Ryan Lysaght Gorney, EVP and Chief Information Officer, reported his initial ownership on an amended Form 3. He beneficially owns 10,000 shares of common stock as restricted stock, which are scheduled to vest in a single installment on April 27, 2027.