UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

January 2128, 2026

Date of Report (date of earliest event reported)

S&T BANCORP, INC

(Exact name of registrant as specified in its charter)

Pennsylvania

0-12508

25-1434426

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

800 Philadelphia Street

Indiana

15701

(Address of Principal Executive Offices)

(Zip Code)

(800) 325-2265

Registrant's telephone number, including area code

(Not applicable)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $2.50 par value	STBA	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.0203 ~~Results~~Amendments to Articles of ~~Operations~~Incorporation ~~and~~or ~~Financial~~Bylaws; ~~Condition.~~Change in Fiscal Year.

On January 22, 2026 S&T Bancorp, Inc. (S&T) announced by press release its earnings for the three and twelve months ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference in this Item 2.02. The information ~~contained~~set forth in ~~this~~ Item ~~2.02 of this Report on Form~~ 8~~-K, including Exhibit 99~~.1,01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated byherein ~~reference in any filing under the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth~~ by ~~specific~~ reference ~~in such filing~~.

Item 7.01 Regulation FD Disclosure.

In connection with the issuance of its earnings for the three and twelve months ended December 31, 2025, S&T has also made available on its website materials that contain supplemental information about S&T’s financial results (“Supplemental Information”). A copy of the supplemental information is attached hereto as Exhibit 99.2 and is incorporated by reference in this Item 7.01. The information contained in this Item 7.01 of this Report on Form 8-K, including Exhibit 99.2, is being furnished and shall not be deemed "filed" for purposes of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

OnEffective January 2228, 2026, ~~S&T also announced that~~ the board ~~authorized~~of adirectors ~~new~~of ~~$100~~S&T ~~million share repurchase program at its meeting held January 21~~Bancorp, ~~2026~~Inc. ~~The~~(“S&T”) ~~new~~approved ~~program~~a ~~will~~limited ~~replace~~waiver of the ~~existing~~mandatory ~~share~~retirement ~~repurchase~~age ~~program~~of ~~effective~~seventy-two ~~January 26, 2026, and is~~ set toforth ~~expire~~in ~~February 1, 2027. The remaining capacity under~~ the ~~existing~~board-adopted ~~share~~corporate ~~repurchase~~governance ~~program~~guidelines ~~was~~and ~~terminated.~~in ~~The~~Article ~~new~~II, ~~program~~Section ~~authorizes~~203 ~~the share repurchase~~ of S&T'’s ~~common~~bylaws ~~stock~~for ~~from~~Jeffrey ~~time~~D. toGrube, ~~time~~Lead ~~through~~Independent aDirector. ~~combination~~Mr. ofGrube ~~open~~abstained ~~market~~from ~~and~~this ~~privately~~vote. ~~negotiated~~The ~~transactions~~waiver upis limited to the ~~authorized~~period ~~$100~~ending ~~million~~with ~~aggregate~~nomination ~~value~~for ofthe ~~S&T's~~2028 ~~common~~annual ~~stock.~~shareholders ~~The specific timing~~meeting, ~~price~~enabling ~~and~~Mr. ~~quantity~~Grube ofto ~~repurchases~~serve ~~will~~on ~~be at~~ the ~~discretion~~board ofthrough ~~S&T~~the ~~and~~2029 ~~will~~annual ~~depend~~shareholders onmeeting, aif ~~variety~~elected. ofThe ~~factors~~waiver permits, ~~including~~but ~~general~~does ~~market~~not ~~conditions~~require, the ~~trading~~board ~~price~~to ofannually ~~the~~nominate ~~common~~Mr. ~~stock,~~Grube ~~applicable~~to ~~securities~~serve ~~laws~~on the board and ~~other~~to ~~legal~~continue ~~and~~to ~~contractual~~appoint ~~requirements,~~him as ~~well~~the asLead ~~S&T’s~~Independent ~~financial~~Director ~~performance~~during such period. The ~~repurchase~~board ~~program~~ does not ~~obligate~~intend ~~S&T~~ to ~~repurchase~~amend ~~any~~this ~~particular~~section ~~number~~ of ~~shares~~the ~~and~~bylaws ~~may be extended, modified,~~ or ~~discontinued~~the atprovision ~~any~~in ~~time. A copy of~~ the ~~press~~corporate ~~release~~governance isguidelines ~~included~~on asa ~~Exhibit~~permanent 99basis.~~3 to this report and is incorporated herein by reference .~~

~~The~~Mr. ~~information~~Grube inwas ~~this~~appointed ~~Form~~as ~~8-K and~~ the ~~exhibits~~Lead ~~attached~~Independent toDirector ~~this Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based~~ on ~~current~~September ~~expectations and are subject to a number of factors that could cause actual events to differ materially from those anticipated~~24, ~~including~~2025. S&T ~~without~~believes ~~limitation fluctuations in~~ the ~~market~~continued ~~price~~service of the common stock, regulatory, legal and contractual requirements, other uses of capital, the company’s financial performance, market conditions generally or modification, extension or termination of the share repurchase authorization by the board of directorsMr. ~~Forward-looking~~Grube ~~statements~~beyond ~~are based on beliefs and assumptions using information available at~~ the ~~time~~mandatory ~~the~~retirement ~~statements are made. We caution you not to unduly rely on forward-looking statements because the assumptions~~age, ~~beliefs,~~which ~~expectations~~he ~~and~~reached ~~projections~~in ~~about~~January ~~future events may~~2026, ~~and~~is ~~often~~in ~~do, differ materially from actual results. You should consider~~ the ~~above~~best ~~uncertainties~~interest asof ~~well as the precautionary statements included in~~ S&T’s ~~filings~~and ~~with the SEC, including without limitation the “risk factors” section of~~ its ~~Form~~shareholders ~~10-K. Any forward-looking statement speaks only as to the date on which it is made,~~ and weprovides ~~undertake~~leadership nocontinuity ~~obligation~~ to ~~update any forward-looking statement to reflect developments occurring after the statement is made~~S&T.

The text of Article II, Section 203 of S&T's bylaws subject to this limited waiver provides:

Eligibility and Mandatory Retirement. Commencing with the annual meeting of the shareholders in 2014 (the “2014 Annual Meeting”), no person shall be eligible to be elected or appointed as a Director after he/she shall have attained the age of seventy-two years on or prior to the date of his/her election; provided, that, any person serving as a Director prior to the 2014 Annual Meeting that shall have attained the age of sixty-five years on or prior to the date of the 2014 Annual Meeting (each, a “Grandfathered Director”) shall be eligible to be elected or appointed as a Director at any time prior to he/she attaining the age of seventy-five years. Any Director of this corporation (other than a Grandfathered Director) who attains the age of seventy-two years shall be retired as of the next Annual Meeting following the attainment of age seventy-two without any action on his/her part. Any Grandfathered Director of this corporation who attains the age of seventy-five years shall be retired as of the next Annual Meeting following the attainment of age seventy-five without any action on his/her part. Upon retirement from the Board of Directors due to age, as described above, said Director may be appointed by the active Board as a Director Emeritus. No Director Emeritus may serve in such position for more than three years.

Mr. Grube does not qualify as a “Grandfathered Director”.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description of Exhibit



104			Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

Exhibit No.						Description of Exhibit
99.1						Earnings Press Release
99.2						Supplemental Information
99.3						Share Repurchase Program Press Release
104						Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.

			S&T Bancorp, Inc.
			/s/ Mark Kochvar
January 22, 2026			Mark KochvarSenior Executive Vice President,Chief Financial Officer
February 2, 2026			Mark KochvarSenior Executive Vice President,Chief Financial Officer

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