Form 4: FCF Executive Grebenc Reports RSU Vesting & New Awards

First Commonwealth Financial Corp's EVP/Chief Revenue Officer, Jane Grebenc, reported the vesting of restricted stock units, acquisition of common stock, and new RSU awards.

Summary

• Jane Grebenc, EVP/Chief Revenue Officer and Director of First Commonwealth Financial Corp, reported transactions related to her equity compensation.
• On January 27, 2026, Grebenc acquired 23,550 shares of FCF common stock through the settlement of performance and service-based restricted stock units (RSUs) from the 2023-2025 Long-Term Incentive Plan.
• Concurrently, 10,338 shares were disposed of by the issuer to satisfy tax withholding obligations related to the RSU settlement.
• Following these transactions, Grebenc's direct beneficial ownership of common stock increased to 187,673 shares.
• 7,850 service-based RSUs awarded in 2023 converted to common stock after a 3-year vesting period.
• New awards of service-based RSUs were reported: 8,750 units in 2024 and 8,000 units in 2025, both convertible to common stock after a 3-year vesting period.
• Grebenc now beneficially owns 16,750 outstanding service-based restricted stock units (8,750 from 2024 award and 8,000 from 2025 award).

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation events, including the vesting of restricted stock units and new awards. The net increase in the executive's direct common stock ownership, despite tax-related dispositions, indicates continued alignment with shareholder interests and confidence in the company's long-term performance.

Positives

• Executive Jane Grebenc increased her direct beneficial ownership of common stock by 13,212 shares (23,550 acquired minus 10,338 disposed for taxes), demonstrating continued alignment with shareholder interests.
• The vesting of 7,850 service-based restricted stock units from 2023 indicates the successful completion of a 3-year performance/service period.
• New awards of 8,750 and 8,000 service-based restricted stock units in 2024 and 2025, respectively, reinforce long-term incentive alignment for key management.

Negatives

• 10,338 shares were disposed of to cover tax withholding obligations, which is a standard practice for RSU vesting but reduces the immediate net share accumulation.

Future Outlook

The filing indicates future vesting events for the 2024 and 2025 service-based restricted stock unit awards, which are subject to a 3-year vesting period.

Industry Context

This transaction reflects a common practice in the financial services industry where executive compensation packages include long-term equity incentives like restricted stock units. These plans are designed to align executive interests with shareholder value creation over multi-year periods, encouraging retention and performance.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) with multi-year vesting periods is a standard component of executive compensation across the banking and financial services sector, comparable to practices at regional banks like Wesbanco, Inc. (WSBC) or Dollar Financial Corp (DLLR).
• The disposition of shares for tax withholding upon RSU vesting is also a universal practice, ensuring compliance with tax regulations for equity compensation.
• The structure of the Long-Term Incentive Plan, combining performance and service-based units, is consistent with best practices aimed at balancing retention with performance-driven rewards, similar to plans observed at larger financial institutions.

Stakeholder Impact

• Shareholders: The increase in executive ownership, even through RSU vesting, generally signals management's continued alignment with shareholder interests. The long-term incentive plan aims to motivate executives to enhance shareholder value.
• Employees: The filing highlights the company's use of equity-based compensation, which can be a positive for employee retention and motivation, particularly for key executives.

Next Steps

• Future vesting of 8,750 service-based restricted stock units awarded in 2024 (after a 3-year vesting period).
• Future vesting of 8,000 service-based restricted stock units awarded in 2025 (after a 3-year vesting period).

Key Dates

Keywords

First Commonwealth Financial Corp, FCF, Jane Grebenc, Insider Transaction, Form 4, Restricted Stock Units, RSU Vesting, Executive Compensation, Stock Award, Long-Term Incentive Plan, Beneficial Ownership