Form 4: FCF CEO's Stock Award & Tax Withholding Details

First Commonwealth Financial CEO T. Michael Price received 41,400 shares from a restricted stock unit settlement, with 22,037 shares withheld for tax obligations.

Summary

• T. Michael Price, President & CEO and Director of First Commonwealth Financial Corp (FCF), reported changes in beneficial ownership.
• On January 27, 2026, Price acquired 41,400 shares of FCF common stock at a price of $0 per share.
• This acquisition resulted from the settlement of performance and service-based restricted stock units (RSUs) granted under the company's 2023-2025 Long-Term Incentive Plan.
• Concurrently, 22,037 shares of common stock were disposed of at a price of $0 per share to satisfy tax withholding obligations related to the RSU settlement.
• Following these transactions, Price directly beneficially owns 389,373 shares of common stock.
• Service-based restricted stock units awarded in 2023, totaling 13,800 units, converted to FCF common stock on a 1-for-1 basis after a 3-year vesting period.
• Price continues to hold 13,800 service-based restricted stock units awarded in 2024, which are convertible to common stock on a 1-for-1 basis after a 3-year vesting period.
• Price also holds 15,400 service-based restricted stock units awarded in 2025, convertible to common stock on a 1-for-1 basis after a 3-year vesting period, bringing total derivative securities beneficially owned to 29,200 units.

Sentiment

Score: 7

Explanation: The filing reflects a routine executive compensation event where restricted stock units vested, indicating performance targets were met. While shares were withheld for taxes, this is a standard practice and the net effect is an increase in the CEO's direct ownership, which is generally viewed as a positive alignment of interests.

Positives

• The vesting of 41,400 restricted stock units indicates that performance and service conditions for the 2023 award period were met, reflecting positively on executive performance.
• The increase in direct beneficial ownership by the CEO, even after tax withholding, aligns management's interests with those of shareholders.

Negatives

• 22,037 shares were disposed of to cover tax withholding obligations, which is a standard practice but represents a reduction in the gross shares received by the executive.

Related Party Transactions

• The acquisition of shares through the settlement of restricted stock units and the disposition of shares for tax withholding represent transactions between the company and its President & CEO, T. Michael Price, as part of his executive compensation plan.

Stakeholder Impact

• Shareholders: Minor dilution from the issuance of shares for RSU settlement, which is a planned component of executive compensation. The increased direct ownership by the CEO may be seen as a positive alignment of interests.
• Employees (specifically the CEO): T. Michael Price's direct beneficial ownership increased by 19,363 shares (41,400 acquired 22,037 disposed), enhancing his personal stake in the company's performance.

Next Steps

• The remaining 13,800 service-based restricted stock units awarded in 2024 are expected to vest after their 3-year vesting period (approximately January 2027).
• The remaining 15,400 service-based restricted stock units awarded in 2025 are expected to vest after their 3-year vesting period (approximately January 2028).

Key Dates

Recommendation

This Form 4 filing details a routine executive compensation event involving the vesting of restricted stock units and subsequent tax withholding. It does not contain information that would fundamentally alter the investment thesis for First Commonwealth Financial Corp, nor does it suggest any significant operational or strategic changes. Therefore, a 'hold' recommendation is appropriate as this event is already factored into market expectations for executive compensation.

Keywords

FCF, First Commonwealth Financial, T. Michael Price, insider transaction, Form 4, restricted stock units, RSU, executive compensation, beneficial ownership, stock award