DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

First Commonwealth Financial Corporation

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

FIRST COMMONWEALTH FINANCIAL CORPORATION

601 Philadelphia Street

Indiana, Pennsylvania 15701

Notice of 2026 Annual Meeting

of Shareholders

To Our Shareholders:

The 2026 Annual Meeting of Shareholders of First Commonwealth Financial Corporation will be held on Tuesday, April 28, 2026, beginning at 1:00 p.m., Eastern Time.

The meeting will be held virtually via a live audio webcast. To attend the Annual Meeting, visit www.meetnow.global/MQPU7JP and enter the control number found on the proxy card or Notice of Internet Availability of Proxy Materials you previously received. If you do not have your control number, you may attend as a guest, but you will not have the option to vote your shares or ask questions at the virtual meeting.

At the meeting, our shareholders will be asked to:

1. Elect to our Board of Directors the twelve (12) nominees who are named in the enclosed proxy statement to serve until the next annual meeting and until their successors are elected and qualified;

2. Ratify the Audit Committee’s selection of Ernst & Young LLP as our independent auditors for 2026;

3. Approve a non-binding advisory vote on the compensation of our named executive officers; and

4. Transact such other business as may properly come before the meeting.

The record date for the meeting was March 2, 2026. We sent shareholders of record as of the close of business on the record date a Notice of Internet Availability of Proxy Materials on or about March 19, 2026. Instructions on how to receive a printed copy of our proxy materials are included in the notice.

Whether or not you plan to attend the meeting, please sign, date and return the enclosed proxy card as promptly as possible so that your shares will be represented at the meeting.

By Order of the Board of Directors,

LOGO

Matthew C. Tomb

Secretary

March 19, 2026

Table of Contents

Proxy Summary

Participating in the Annual Meeting

Stock Ownership of Certain Beneficial Owners

Stock Ownership of Directors and Management

Corporate Governance

Corporate Governance Policies

Composition and Diversity of the Board

Independence of Directors

Oversight of Risk

Audit Committee

Compensation and Human Resources Committee

Governance Committee

Risk Committee

Code of Conduct and Ethics

Where to Find Governance Documents

Communicating with Directors

Compensation of Directors

Director Compensation Schedule

Director Compensation in 2025

Proposal 1 – Election of Directors

Proposal 2 – Ratification of Independent Auditors

Audit Information

Report of the Audit Committee

Fees Billed by External Auditors

Audit Committee Pre-Approval Policies and Procedures

Proposal 3 – Advisory Vote on Executive Compensation

Executive Compensation

Compensation Discussion and Analysis

Executive Summary

Executive Compensation Philosophy and Objectives

Elements of Compensation

The Decision-Making Process

Executive Compensation Decisions in 2025

Other Compensation Practices, Policies and Guidelines

Compensation Committee Report

Summary Compensation Table

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year-End

Option Exercises and Stock Vested

Nonqualified Deferred Compensation

Pay Versus Performance

Compensation Policies and Practices Relating to Risk Management

Potential Payments Upon Termination or Change of Control

Ratio of CEO Pay to Median Employee Pay

Section 16(a) Beneficial Ownership Reporting Compliance

Other Matters

Related Party Transactions

Annual Meeting Information

Requirements for Director Nominations and Shareholder Proposals

“Householding” of Proxy Materials

Annual Report on Form 10-K

Accessing Proxy Materials

Appendix A – Reconciliation of GAAP to Non-GAAP Financial Measures

A-1


		FIRST Commonwealth ∎ 2026 Proxy Statement		i

Proxy Statement for the

First Commonwealth Financial Corporation

2026 Annual Meeting of Shareholders

We are sending this proxy statement and the accompanying proxy card to you as a shareholder of First Commonwealth Financial Corporation in connection with the solicitation of proxies for the Annual Meeting of Shareholders (the “Annual Meeting”).

First Commonwealth’s Board of Directors is soliciting proxies for use at the Annual Meeting or at any postponement or adjournment of the Annual Meeting. Only shareholders of record as of the close of business on March 2, 2026 will be entitled to vote at the Annual Meeting.

In this proxy statement, the “Company,” “First Commonwealth,” “we,” “our” or “us” all refer to First Commonwealth Financial Corporation and its subsidiaries. We also refer to the Board of Directors of First Commonwealth Financial Corporation as the “Board.”

Proxy Summary

Here we present an overview of information that you will find throughout this proxy statement. As this is only a summary, we encourage you to read the entire proxy statement for more information about these topics prior to voting.

Annual Meeting

Date and Time:

Format:

Record Date:

Tuesday, April 28, 2026

1:00 p.m., EST

Live Audio Webcast

www.meetnow.global/MQPU7JP

Close of business on

March 2, 2026

How to Vote: By Internet, Telephone or Mail. Refer to the Notice of Availability of Proxy Materials and the proxy card for instructions.

Shareholder Voting Matters



Proposal	Board’s Voting Recommendation	Page Reference

1. Election of Directors	FOR all Nominees	14 to 17

2. Ratification of Independent Auditors	FOR	18 to 20

3. Advisory Vote on Executive Compensation	FOR	21 to 50


		FIRST Commonwealth ∎ 2026 Proxy Statement		1

Proxy Summary

Our Director Nominees

You are being asked to vote on the election of the twelve (12) director nominees listed below. Detailed information about each nominee’s background, skills and expertise can be found under “Proposal 1 – Election of Directors.”

Name

Current Position

Age

Director
Since

Independent

Audit

Governance

Compensation
& Human
Resources

Risk

Todd D. Brice

Business Development Officer of The Reschini Group

2025

YES

●

Julie A. Caponi

Retired Assistant Treasurer of Arconic

2007

YES

Chair

●

Ray T. Charley

Chief Executive Officer of Thomi Co.

1998

YES

●

Gary R. Claus

Retired Tax Partner of PWC

2011

YES

●

Chair

Joseph V. DiVito, Jr.

Retired Principal, Cybersecurity, Risk & Regulatory of PWC

2025

YES

●

Jon L. Gorney

Retired Executive Vice President of

National City Corporation

2013

YES

●

SEC Form DEF 14A filed by First Commonwealth Financial Corporation