DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.

)

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 under Rule 14a-12

S&T Bancorp, Inc.

(Name of registrant as specified in its charter)

(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

To my fellow shareholders:

S&T Bank was founded in 1902 on a simple but enduring belief: banking should begin and end with people. As we embark on 125 years, that principle continues to shape how we serve our customers, invest in our communities and create long-term value for our shareholders through our people-forward approach to banking.

Our strategic framework, Our Shared Future, remains the foundation for disciplined execution and sustainable performance. It clarifies our purpose, sharpens our priorities and aligns our teams around profitable growth, prudent risk management and operational excellence. In 2025, we continued to turn strategy into measurable progress, strengthening our organization while positioning the Bank for sustained success in the years ahead.

2025 Performance and Strategic Progress

Throughout 2025, we advanced our key business drivers with focus and consistency. We delivered solid return metrics with return on tangible equity (non-GAAP) of 12.62% and return on assets of 1.38%. These returns were supported by total loan growth of $329 million and $220.5 million of customer deposit growth (total deposit growth of $175.7 million). S&T serves 132,000 households in Pennsylvania and Ohio with over 1,200 team members at more than 70 locations, reflecting intentional growth and expansion since our founding in Indiana, Pennsylvania. Importantly, our progress continues to be relationship-driven and supported by ongoing improvement in asset quality, strong capital levels and consistent growth in our customer deposit franchise.

A Culture That Delivers Results

At S&T, our culture is not just aspirational language; it is a true competitive advantage and woven into the fabric of who we are. Our team members bring our people-forward purpose to life by building trust, strengthening relationships and delivering thoughtful financial solutions. We are guided by our values, which define how we operate every day and turn purpose into action and strategy into meaningful results:

•

Make people our purpose

•

Do the right thing

•

Go above and beyond

•

Value every voice

•

Win as one team

Our investment in our people is a strategic driver of our long-term success and enables our employees to deliver meaningful results for our customers, shareholders and communities. The external recognition we received in 2025 reflects the strength of that culture and underscores its impact across our organization.

The Bank has earned the following recognitions, to name a few:

•

USA Today Top Workplaces – 2025

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Bank Director The Best U.S. Banks – 2025

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The Cleveland Plain Dealer Top Workplace – 2025

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Philadelphia Inquirer Top Workplace – 2025

•

American Bankers Association Foundation Community Commitment Award, Supporting Military Families – 2025

These awards affirm that when we invest in our people, performance follows.

Community Impact

We believe financial performance and community impact are mutually reinforcing. In 2025, our employees once again demonstrated extraordinary commitment to the communities we serve.

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26,632 community service hours completed

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1,143 hours of financial education delivered

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179 nonprofit organizations supported

Through employee giving campaigns and corporate philanthropy, S&T contributed:

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$170,216 to the United Way

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$117,587 million raised through signature fundraising efforts

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$219,000 in total charitable donations

Additionally, we provided $26.6 million in community development loans to support affordable housing initiatives, small business growth and revitalization efforts across our footprint.

These investments reflect our belief that strong communities create stronger economies and a stronger Bank.

Financial Highlights

The strength of our culture, combined with disciplined execution, produced solid financial results in 2025.

Financial highlights for the year include**:

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Net income of $134.2 million, or $3.49 per diluted share

•

Return on average assets of 1.38%

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Return on average equity of 9.29%

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Return on tangible equity (non-GAAP) of 12.62%

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Customer deposit growth of $220.5 million (total deposits increased $175.7 million)

•

Total portfolio loans of $8.1 billion an increase of 4.25% or $329 million

•

Net charge-offs of $14.5 million, or 0.18% of average loans

Our performance also earned notable external recognition in 2025. S&T was named as one of Forbes* America’s Best Banks in 2025 for the third consecutive year, ranking 36 on the list and the highest-ranked bank headquartered in Pennsylvania. This is reflective of the strength of our profitability, capital, asset quality and shareholder returns as well as a meaningful validation of the Bank’s consistency and discipline behind its strategy and the collective drive and shared sense of purpose of its employees.

Positioning for the Future

The financial services industry continues to evolve, shaped by technological advancement, shifting customer expectations and a dynamic economic environment. We are investing strategically in digital capabilities, technology, talent development and our security and risk infrastructure to ensure we remain competitive and responsive.

While markets change, our foundation and people-forward banking purpose does not. We remain committed to disciplined growth, strong credit quality, capital strength and prudent expense management. Most importantly, we remain committed to earning the trust placed in us and building on Our Shared Future.

LOGO

Christopher McComish

Chair and CEO

*	^©2026 Forbes. All rights reserved. Used under license.

**	These highlights present certain non-GAAP financial measures. For a reconciliation to the most directly comparable GAAP measures, see Reconciliation of GAAP to Non-GAAP Financial Measures in Appendix A.

Lead Independent Director Letter to Shareholders

Dear Shareholders,

It is a privilege to write to you for the first time in my role as Lead Independent Director of S&T Bancorp, Inc. I am grateful for the confidence my fellow directors have placed in me and honored to serve our shareholders in this capacity.

In late 2025, following the resignation of long-serving Chair Christine J. Toretti, who became an Ambassador to Sweden, the board appointed our Chief Executive Officer, Christopher J. McComish, to also serve as chair and established the role of lead independent director to strengthen independent oversight and effective governance.

Maintaining a balanced and engaged board remains a priority. Our independent directors represent a broad range of professional backgrounds and experiences. Together, these perspectives enhance the board’s ability to engage constructively with management and provide thoughtful strategic guidance on behalf of our shareholders.

In October, we were pleased to welcome Stephanie N. Doliveira as a new independent director. Her experience at a large regional convenience retailer provides the board with deep expertise in culture and workforce strategy. In addition, her background in legal, regulatory and enterprise risk matters brings valuable perspective as the board continues to oversee the Bank’s strategy, risk framework and long-term planning.

S&T’s board structure provides unified leadership while maintaining a clear framework for strong independent oversight. As lead independent director, I work closely with the chair and my fellow independent directors to ensure the board maintains an independent perspective in its deliberations and effectively fulfills its oversight responsibilities.

The board recognizes that its role is distinct from that of senior management. While management leads the Bank’s day-to-day operations, the board provides strategic oversight and guidance by fostering open and constructive dialogue, challenging management when appropriate and helping position the Bank for long-term success. Our discussions regularly address financial performance, geopolitical developments, the evolving regulatory environment and emerging technologies such as artificial intelligence. Key matters, including liquidity, capital strength, cybersecurity, risk management and the broader economic landscape, are reviewed consistently across board and committee meetings.

As a board, our work is guided by the same people-forward purpose and values that define the Bank and shape how it serves customers, supports employees and strengthens the communities in which it operates.

The board also oversees the execution of the Bank’s strategic framework, Our Shared Future, which emphasizes deepening customer relationships, investing in people and capabilities, and pursuing disciplined, sustainable growth. Through ongoing engagement and the work of our board committees, we oversee the development and execution of the Bank’s strategy and help ensure management’s actions remain aligned with the Bank’s long-term objectives and the interests of our shareholders.

Our board remains committed to strong governance, active engagement and supporting the lasting success of the Bank. The Bank is well-positioned to advance its strategic priorities while delivering lasting value for all stakeholders.

On behalf of the entire board of directors, thank you for your continued support and confidence in S&T Bancorp, Inc. and S&T Bank. We appreciate your investment and remain focused on serving the best interests of our customers, colleagues, communities and shareholders.

Sincerely,

Jeffrey Grube

Lead Independent Director

Board of Directors

S&T Bancorp, Inc.

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

May 12, 2026

LOGO

S&T Bancorp, Inc.

800 Philadelphia Street

Indiana, Pennsylvania 15701

LOGO

DATE AND TIME

May 12, 2026,

10:00 a.m. Eastern Time

via virtual online meeting only (www.virtualshareholdermeeting.com/STBA2026)

HOW TO VOTE

LOGO

By Telephone

Call (1-800-690-6903)

LOGO

By Internet

Visit www.proxyvote.com

LOGO

By Mail

Sign, date and return proxy card

To the Shareholders of

S&T Bancorp, Inc.:

Notice is hereby given that the Annual Meeting of Shareholders (“Annual Meeting”) of S&T Bancorp, Inc. (“S&T” or the “Company”) will be held on May 12, 2026, at 10:00 a.m. Eastern Time, via virtual online meeting only (www.virtualshareholdermeeting.com/STBA2026) for considering and voting on the following matters:

To elect 11 directors to serve a one-year term until the next annual meeting of shareholders and until their respective successors are elected and qualified;

To ratify the selection of Ernst & Young LLP as S&T’s independent registered public accounting firm for the fiscal year 2026;

To approve, on a non-binding advisory basis, the compensation of S&T’s named executive officers;

To transact such other business as may properly come before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on February 27, 2026 are entitled to notice of and to vote at such meeting or any adjournment thereof.

To participate in the virtual Annual Meeting

at www.virtualshareholdermeeting.com/STBA2026, you need to use the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. We encourage you to allow ample time for online check-in, which will begin at 9:30 a.m. Eastern Time. Please note that there is no in-person annual meeting for you to attend.

By Order of the Board of Directors,

LOGO

Rachel L. Smydo

Secretary

Indiana, Pennsylvania

March 30, 2026

IMPORTANT

YOUR VOTE IS IMPORTANT, AND WE APPRECIATE YOUR TAKING THE TIME TO VOTE PROMPTLY USING ONE OF THE VOTING METHODS DESCRIBED IN THE PROXY STATEMENT.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION AS DIRECTORS OF ALL OF THE NOMINEES NAMED IN THIS PROXY STATEMENT, FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS S&T’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026, AND FOR THE APPROVAL OF THE COMPENSATION OF S&T’S NAMED EXECUTIVE OFFICERS.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 12, 2026: OUR PROXY STATEMENT, 2025 ANNUAL REPORT AND NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS ARE AVAILABLE AT WWW.PROXYVOTE.COM

We are taking advantage of a rule of the Securities and Exchange Commission (the “SEC”) which allows companies to make proxy materials available on a public website rather than in paper form. This rule allows a company to send some or all of its shareholders a Notice of Internet Availability of Proxy Materials (“Notice”) in place of the complete proxy package. For our 2026 Annual Meeting, to save significant printing and mailing expenses, S&T mailed a Notice to certain shareholders who had not previously elected to receive their proxy materials through the mail on or about March 30, 2026, to inform them of the electronic availability of the proxy materials 40 days in advance of the Annual Meeting.

TABLE OF CONTENTS



	Page

INTRODUCTION		1

MEETING INFORMATION		1

BENEFICIAL OWNERS OF S&T COMMON STOCK		5

BENEFICIAL OWNERSHIP OF S&T COMMON STOCK BY DIRECTORS AND OFFICERS		6

PROPOSAL 1: ELECTION OF DIRECTORS		8

CORPORATE GOVERNANCE		16

DIRECTOR COMPENSATION		28

PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026		31

PROPOSAL 3: ADVISORY VOTE TO APPROVE COMPENSATION OF S&T’S NAMED EXECUTIVE OFFICERS		33

EXECUTIVE OFFICERS OF THE REGISTRANT		34

COMPENSATION DISCUSSION AND ANALYSIS		35

COMPENSATION AND BENEFITS COMMITTEE REPORT		47

EXECUTIVE COMPENSATION		48

PAY VERSUS PERFORMANCE DISCLOSURE		59

RELATED PERSON TRANSACTIONS		64

REPORT OF THE AUDIT COMMITTEE		68

SHAREHOLDER PROPOSALS AND OTHER BUSINESS		69

OTHER MATTERS		69

FORWARD-LOOKING STATEMENTS		70

TRADEMARK INFORMATION		70

INFORMATION NOT INCORPORATED INTO THIS PROXY STATEMENT		70

APPENDIX A		A-1

S&T BANCORP, INC.

PROXY STATEMENT FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 12, 2026

INTRODUCTION

This proxy statement (“Proxy Statement”) is being furnished to shareholders of S&T Bancorp, Inc. in connection with the solicitation of proxies by the Board of Directors of S&T (the “S&T Board” or “Board”) for use at the Annual Meeting, and any adjournments thereof, to be held at the time and place set forth in the accompanying notice. We are first sending the Notice of Internet Availability of Proxy Materials (“Notice”), or this Proxy Statement, S&T’s 2025 Annual Report and proxy card to shareholders on or about March 30, 2026.

At the Annual Meeting, shareholders of S&T will be asked to (i) elect 11 directors of S&T to serve a one-year term, (ii) approve the ratification of the selection of Ernst & Young LLP as S&T’s independent registered public accounting firm for the fiscal year 2026, and (iii) approve, on a non-binding advisory basis, the compensation of S&T’s named executive officers (“NEOs”).

All shareholders are urged to read this Proxy Statement carefully and in its entirety.

MEETING INFORMATION

Date, Time and Place

The Annual Meeting will be held on May 12, 2026, at 10:00 a.m. Eastern Time solely online via the Internet by going to www.virtualshareholdermeeting.com/STBA2026. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. See “Attending the Meeting; Virtual Meeting” below.

As permitted by S&T’s By-laws and applicable law, S&T will hold a virtual-only Annual Meeting. S&T will continue holding annual meetings in virtual-only format so long as shareholders are served well through this medium, which we believe enhances accessibility to our Annual Meeting for all of our shareholders.

Record Date, Voting Rights and Required Vote

The securities that can be voted at the Annual Meeting consist of shares of common stock of S&T, par value $2.50 per share (“Common Stock”), with each share entitling its owner to one vote on each matter to be voted on at the Annual Meeting. There are no cumulative voting rights with respect to the Common Stock. Only holders of the Common Stock at the close of business on February 27, 2026 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. There were 36,645,012 shares of Common Stock outstanding as of the Record Date.

A quorum is required for the transaction of business at the Annual Meeting. A “quorum” is the presence at the meeting, virtually (i.e., online via www.virtualshareholdermeeting.com/STBA2026) or represented by proxy, of the holders of the majority of the outstanding shares of Common Stock entitled to vote at the meeting. Abstentions are counted for purposes of determining the presence or the absence of a quorum but are not considered a vote cast under Pennsylvania law. Under our governing documents and applicable state law, abstentions will not affect the outcome of a vote on a particular matter. Broker non-votes are counted to determine if a quorum is present but are not considered a vote cast under Pennsylvania law. Under our governing documents and applicable state law, broker non-votes will not affect the outcome of a vote on a particular matter. Generally, broker non-votes occur on a matter when a bank, broker or other nominee is not permitted to vote on that matter without instructions from the beneficial owner and such instructions are not

S&T Bancorp, Inc. | 2026 Proxy Statement | 1

Meeting Information

given. Banks, brokers and other nominees have discretionary authority to vote shares in the absence of instructions on matters considered “routine,” such as the ratification of the appointment of the independent registered public accounting firm. They do not have discretionary authority to vote shares in the absence of instructions on “non-routine” matters, such as the election of directors and the advisory vote on compensation of S&T’s NEOs.

The director nominees will be elected by a plurality of the votes cast at the Annual Meeting, which means that the 11 nominees receiving the most votes will be elected. A withheld vote on any nominee will not affect the voting results. Under S&T’s voting standard policy adopted by the S&T Board, which is included in S&T’s Corporate Governance Guidelines (“Guidelines”), if a director nominee in an uncontested election at the Annual Meeting receives a greater number of “withheld” votes from his or her election than votes “for” such election, such director must submit his or her resignation to the Board promptly following the certification of election results. The resignation will first be considered by the members of the Nominating and Corporate Governance Committee (the “Nominating Committee”) within 60 days following certification of the shareholder vote. The Nominating Committee will recommend to the S&T Board whether to accept or reject the resignation after considering all factors deemed relevant by the Nominating Committee. The S&T Board shall act on the Nominating Committee’s recommendation within 90 days following certification of the shareholder vote. If a director’s resignation is accepted by the Board, the Board either may fill the resulting vacancy or may decrease the size of the Board pursuant to S&T’s By-laws.

The ratification of the selection of Ernst & Young LLP as S&T’s independent registered public accounting firm for fiscal year 2026 and the approval, on a non-binding advisory basis, of the compensation of S&T’s NEOs require the affirmative vote of a majority of the votes cast at the Annual Meeting to be approved.

Voting and Revocation of Proxies

Shareholder of Record. If you are a shareholder of record and you received the Notice, you may vote before the Annual Meeting by accessing the secure Internet website registration page identified on the Notice and following the instructions. You may also vote electronically during the virtual Annual Meeting if you participate.

If you are a shareholder of record and you received a printed copy of the proxy materials, you may vote by proxy by telephone, using the Internet or by mailing your proxy card, as further described below. You may also vote electronically during the virtual Annual Meeting if you participate.





By Telephone:	By Internet:	By Mail:

Call the toll-free telephone number on the enclosed proxy card (1-800-690-6903) and follow the recorded instructions.	Access the secure Internet website registration page on the enclosed proxy card and follow the instructions.	Sign, date and return your proxy card in the postage-paid envelope provided.

If you vote by proxy via telephone or the Internet, you do not need to mail your proxy card. The individuals named as proxies on your proxy card will vote your shares of Common Stock during the Annual Meeting as instructed by the latest dated proxy received from you, whether submitted via the Internet, telephone or mail. If you sign your proxy card but do not specify how you want your shares voted on any matter, you will be deemed to have directed the proxies to vote your shares as recommended by the S&T Board.

Beneficial Owners. If your shares of Common Stock are held in a stock brokerage account by a bank, broker or other nominee, you are considered the beneficial owner of shares held in street name and these proxy materials

2 | S&T Bancorp, Inc. | 2026 Proxy Statement

Meeting Information

are being forwarded to you by your bank, broker or other nominee that is considered the shareholder of record of those shares.

As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares of Common Stock via the Internet or by telephone, if the bank, broker or other nominee offers these options, or by completing, signing, dating and returning a voting instruction form. Your bank, broker, or other nominee will send you instructions on how to submit your voting instructions for your shares of Common Stock.

If you properly complete, sign, date and return the voting instruction form, your shares of Common Stock will be voted as you specify. If you are a beneficial owner and you do not provide voting instructions to your bank, broker or other nominee holding shares of Common Stock for you, your shares of Common Stock will not be voted with respect to any proposal for which the shareholder of record does not have discretionary authority to vote.

Except for procedural matters incident to the conduct of the Annual Meeting, S&T does not know of any matters other than those described in the Notice of Annual Meeting of Shareholders that are to come before the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the proxy will vote the shares represented by the proxies in their discretion on such matters as recommended by a majority of the S&T Board.

Revocation of Proxies. The presence of a shareholder at the virtual Annual Meeting will not automatically revoke such shareholder’s proxy. However, a shareholder may revoke a proxy at any time prior to its exercise by filing with the Secretary of S&T a written notice of revocation, by delivering to S&T a duly executed proxy bearing a later date or by voting electronically during the virtual Annual Meeting.

Attending the Meeting; Virtual Meeting

You may attend the webcast of the meeting via the Internet at www.virtualshareholdermeeting.com/STBA2026 when you enter the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Instructions on how to attend and participate in the Annual Meeting via the webcast are posted at www.virtualshareholdermeeting.com/STBA2026. You will be able to vote your shares while attending the Annual Meeting by following the instructions on the website. Our management will address questions from shareholders who have submitted their questions electronically prior to and during the Annual Meeting. You may visit www.proxyvote.com at any time prior to the Annual Meeting to ask questions of our executive management that may be addressed in the Annual Meeting and access information about S&T. Even if you plan to participate in the Annual Meeting, we urge all shareholders to vote on the matters listed above and described in the Proxy Statement as soon as possible, so that your vote will be counted if you later decide not to participate in the Annual Meeting.

Solicitation of Proxies

The cost of soliciting proxies will be borne by S&T. S&T has engaged D.F. King & Co., Inc. to help solicit proxies for the Annual Meeting, and will pay D.F. King & Co., Inc. $10,500, plus its out-of-pocket expenses, for the solicitation of proxies. In addition to the solicitation of proxies by mail, S&T may also solicit proxies personally, by telephone or by electronic means, through its directors, officers and regular employees. None of these directors, officers or employees will receive any additional or special compensation for soliciting proxies. S&T also will request persons, firms and corporations holding shares of Common Stock in their names or in the name of their nominees, which are beneficially owned by others, to send proxy materials to and obtain proxies from the beneficial owners and will reimburse the holders for their reasonable expenses in so doing.

Internet Availability of Proxy Materials

S&T’s Proxy Statement for the Annual Meeting and S&T’s 2025 Annual Report are available at www.proxyvote.com. You will enter your 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials to access these materials.

S&T Bancorp, Inc. | 2026 Proxy Statement | 3

Meeting Information

Householding

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices or proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single Notice or proxy statement and annual report addressed to those shareholders. This process is commonly referred to as “householding.”

S&T has implemented “householding” to reduce the number of duplicate mailings to the same address. This process benefits both shareholders and S&T because it eliminates unnecessary mailings delivered to your home and helps to reduce S&T’s expenses. “Householding” is not being used, however, if S&T has received contrary instructions from one or more of the shareholders sharing an address. If your household has received only one Notice or one annual report and proxy statement, S&T will deliver promptly a separate copy of the Notice or annual report and proxy statement to any shareholder who contacts S&T by calling the toll-free number, 1-800-325-2265, or by mail to the attention of the Secretary of S&T at 800 Philadelphia Street, Indiana, Pennsylvania 15701. You can also notify S&T that you would like to receive separate copies of the Notice or S&T’s annual report and proxy statement in the future by calling or mailing S&T, as instructed above. If your household has received multiple copies of the Notice or S&T’s annual report and proxy statement, you can request the delivery of single copies in the future by calling or mailing S&T, as instructed above, or your broker, if you hold the shares in “street name”.

If you received more than one Notice or proxy card, it means that your shares are registered in more than one name (e.g., trust, custodial accounts, joint tenancy) or in multiple accounts. Please make sure that you vote all of your shares by following the directions on each Notice or on each proxy card that you received.

For our 2027 annual meeting, you can help us save significant printing and mailing expenses by consenting to access our proxy materials electronically via the Internet. If you hold your shares in your own name (instead of “street name” through a bank, broker or other nominee), you can choose this option by following the prompts for consenting to electronic access, if voting by telephone, or by following the instructions at the Internet voting website at www.proxyvote.com, which has been established for you to vote your shares for the 2026 Annual Meeting. If you choose to receive your proxy materials electronically, then prior to next year’s annual meeting, you will receive notification when the proxy materials are available for online review via the Internet, as well as the instructions for voting electronically via the Internet. Your choice for electronic distribution will remain in effect until you revoke it by sending a written request to S&T by mail to the attention of the Secretary of S&T at 800 Philadelphia Street, Indiana, Pennsylvania 15701. If you hold your shares in “street name” through a bank, broker or other nominee, you should follow the instructions provided by that entity if you wish to access our proxy materials electronically via the Internet.

4 | S&T Bancorp, Inc. | 2026 Proxy Statement

BENEFICIAL OWNERS OF S&T COMMON STOCK

Under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a beneficial owner of a security is any person who directly or indirectly has or shares voting power or investment power over such security. Such beneficial owner under this definition need not enjoy the economic benefit of such securities. The following are the only shareholders known to S&T to be deemed to be a beneficial owner of 5% or more of Common Stock as of February 27, 2026, when 36,645,012 shares of Common Stock were outstanding. S&T has relied solely on information provided in the public filings made by the holders below:



Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class

Common Stock	BlackRock, Inc. 50 Hudson Yards New York, NY 10001		5,588,300⁽¹⁾			15.25%

Common Stock	The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355		—	⁽²⁾		—	%

Common Stock	Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746		2,384,380⁽³⁾			6.51%

(1)

Based on the most recently available Schedule 13G/A filed with the SEC on January 23, 2024. According to its Schedule 13G/A, BlackRock, Inc. has sole dispositive power over 5,588,300 shares, shared dispositive power over 0 shares, sole voting power over 5,515,925 shares and shared voting power over 0 shares. The interest of iShares Core S&P Small-Cap ETF represents more than 5% of the outstanding shares of Common Stock. In addition, BlackRock Fund Advisors beneficially owns at least 5% of the outstanding Common Stock. The percentage of ownership is calculated based on the information provided on the Schedule 13G/A, as updated for shares outstanding as of February 27, 2026.

(2)

Based on the most recently available Schedule 13G/A filed with the SEC on February 13, 2024, prior to S&T’s record date of February 27, 2026, The Vanguard Group, Inc. beneficially owned 4,616,732 shares, or 12.60%, of Common Stock. According to that Schedule 13G/A, The Vanguard Group had sole dispositive power over 4,545,470 shares, shared dispositive power over 71,262 shares, sole voting power over 0 shares and shared voting power over 32,117 shares. The percentage of ownership was calculated based on the information provided on the Schedule 13G/A, as updated for shares outstanding as of February 27, 2026. Subsequent to S&T’s record date of February 27, 2026, however, The Vanguard Group filed a Schedule 13G/A on March 27, 2026 reporting that, pursuant to an internal subsidiary realignment, its subsidiaries will report beneficial ownership separately from The Vanguard Group, Inc. As a result, the aggregate beneficial ownership by The Vanguard Group, Inc. was reduced to 0% with 0 shares beneficially owned.

(3)

Based on the most recently available Schedule 13G/A filed with the SEC on February 9, 2024. According to its Schedule 13G/A, Dimensional Fund Advisors LP has sole dispositive power over 2,384,380 shares, shared dispositive power over 0 shares, sole voting power over 2,347,095 shares, and shared voting power over 0 shares. The percentage of ownership is calculated based on the information provided on the Schedule 13G/A, as updated for shares outstanding as of February 27, 2026.

S&T Bancorp, Inc. | 2026 Proxy Statement | 5

BENEFICIAL OWNERSHIP OF S&T COMMON STOCK BY DIRECTORS AND OFFICERS

The following table sets forth, as of February 27, 2026, the amount and percentage of Common Stock beneficially owned by each director, each nominee for director and each of the “NEOs” (as defined below) of S&T, as well as the directors and executive officers of S&T as a group. Unless otherwise indicated, all persons listed below have sole voting and investment power over all shares of Common Stock. The business address of each of S&T’s directors and officers is 800 Philadelphia Street, Indiana, Pennsylvania 15701.



Name	Shares of Common Stock Beneficially Owned⁽¹⁾	Percent Owned

Lewis W. Adkins, Jr.	10,705	*

David G. Antolik	84,049	*

Peter R. Barsz⁽²⁾	10,598	*

Christina A. Cassotis	15,319	*

Stephanie N. Doliveira⁽³⁾	0	*

Michael J. Donnelly	39,649	*

Stephen A. Drahnak	27,632	*

Jeffrey D. Grube	44,985	*

Peter G. Gurt⁽²⁾	260	*

William J. Hieb	33,342	*

Mark Kochvar	101,249	*

Melanie A. Lazzari	25,192	*

Christopher J. McComish⁽²⁾	8,107	*

James A. Michie	10,383	*

Susan A. Nicholson	10,210	*

Baskhar Ramachandran	2,824	*

Rachel L. Smydo	12,309	*

LaDawn D. Yesho	33,489	*



All current directors and executive officers as a group (18 persons)	470,302	1.28%

(1)

As of February 27, 2026, there were 36,645,012 shares of S&T Bancorp common stock issued and outstanding. The number of shares of common stock beneficially owned by each individual is less than 1% of the outstanding shares of common stock; the total number of shares of common stock beneficially owned by the group is approximately 1.28% of the class. If units payable in common stock vest or pay out within 60 days of February 27, 2026, those shares were added to the total number of shares issued and outstanding for purposes of determining these ownership percentages.

(2)

Mr. Barsz, Mr. Gurt, and Mr. McComish each previously elected to defer the vesting of their awards granted. These awards are no longer subject to forfeiture as the time and/or performance requirements have otherwise been met. Their deferred awards outstanding on the date of record of February 27, 2026, are: Mr. Barsz, 5,310; Mr. Gurt, 957; and Mr. McComish, 65,167.

(3)	Ms. Doliveira joined the Board in October 2025 and, therefore, received a prorated restricted stock unit award of 812 restricted stock units for her service on the Board from October 29, 2025 through May 12, 2026, which will vest on May 12, 2026.

*	Less than 1% of the outstanding Common Stock.

6 | S&T Bancorp, Inc. | 2026 Proxy Statement

Beneficial Ownership of S&T Common Stock by Directors and Officers

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires S&T’s directors and executive officers, and beneficial owners of more than 10% of Common Stock to report to the SEC certain of their transactions with respect to S&T’s Common Stock. We assist our directors and officers by monitoring transactions and completing and filing these reports on their behalf.

To our knowledge, based solely on a review of the reports filed for fiscal year 2025 and written representations that no other reports were required, during the fiscal year ended December 31, 2025, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner, except as follows: (a) due to an administrative issue involving a software program, filings on Form 4 for Mr. Antolik, Mr. Drahnak, Mr. Kochvar, Ms. Lazzari, and Ms. Yesho to report annual restricted stock unit awards were filed one day later than required on April 4, 2025, and (b) due to a delay in receiving an updated filing password from a company with which S&T shares form reporting requirements, a filing on Form 4 to report an exercise of the vesting of the award for Mr. Ramachandran was filed one day later than required on May 16, 2025. Additionally, in the course of its review, S&T identified that a 2022 tax withholding transaction on Form 4 was not previously filed for Mr. McComish due to an administrative oversight. Upon discovery of the error, a corrective filing on Form 4/A was promptly filed.

S&T Bancorp, Inc. | 2026 Proxy Statement | 7

PROPOSAL 1: ELECTION OF DIRECTORS

General

The S&T Board determines the number of directors to nominate for election. The By-laws of S&T provide that the number of directors constituting the Board will consist of not less than nine nor more than 17, with the exact number to be fixed and determined from time to time by resolution of a majority of the Board. For this Annual Meeting, the Board fixed the number of directors to be elected at 11.

There are currently 11 directors comprising the Board. The Board has nominated the 11 persons named below for election at the Annual Meeting, all of whom are incumbent directors standing for re-election. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.

The Nominating Committee recommended each of the nominees to the Board. Directors are elected annually, and each director nominee elected at the Annual Meeting will serve for a term expiring at the 2027 S&T annual meeting of shareholders, until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal or disqualification. All nominees have indicated their willingness to serve, if elected, but if any should be unable to serve or unwilling to serve for good cause, proxies may be voted for a substitute nominee designated by the Board. There are no family relationships between or among any of our directors, executive officers or persons nominated or chosen to become a director or executive officer. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named below.

Set forth below is a brief description of the principal occupation and business experience of each of our nominees for director, as well as a summary of the qualifications of each nominee and continuing director to serve on the Board. The Board has had significant experience with each of the incumbent directors and has had the opportunity to assess the contributions that each director has made to the Board as well as each director’s industry knowledge, judgment and leadership capabilities. The Nominating Committee continually assesses the composition of the Board and seeks opportunities, within the constraint of the size of the Board, to include a mix of directors with Board experience and with fresh perspectives. The average tenure of the current Board is 8.5 years and S&T’s By-Laws and Guidelines include a mandatory director retirement age of 72. In 2025, the Nominating Committee had the opportunity to add one new director, Stephanie N. Doliveira, to the Board to further strengthen the Board’s knowledge, experience, judgment and leadership capabilities. The Board has two female directors, one African American director and one Asian director.

S&T seeks director candidates who will uphold the highest standards, are committed to S&T’s values, and who will be strong independent stewards of the long-term interests of shareholders. In selecting nominees, our Board looks for individuals with demonstrated experience and success in fields that are relevant to our business, strategy and operations, and who will contribute diverse viewpoints and perspectives.

In evaluating and selecting nominees to the Board, our Nominating Committee considers all factors and criteria it deems appropriate, including, but not limited to, the factors set forth in our Guidelines. See the section “Director Qualifications and Nominations” below for further information on our director selection process and criteria. In furtherance of the foregoing, the Board considers a wide range of attributes when selecting and recruiting candidates. All nominees possess integrity, judgment, strong work ethic, collaborative approach to engagement and oversight, inquisitive and objective perspective, and a willingness to challenge management

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Proposal 1: Election of Directors

appropriately. In addition, our nominees have executive experience and skills that are aligned with our business and strategy, including the following:


Board Skills
Core Skills and Qualifications
Banking and Financial Services Industry		Corporate Governance
Leadership (Strategy & Execution)		Compensation & Succession
Financial Expertise Regulatory/Risk Management		Technological (Cyber, Information Technology & Innovation) Other Board Experience

Additional Relevant Experiences
Business Development		Investor Relations & Engagement
Mergers & Acquisitions		Local Market
Capital Markets		Diversity of Experience, Education & Demographics

Director Nominees for Election at the 2026 Annual Meeting:



		Lewis W. Adkins, Jr., Age 62

		Director since 2019		Committees: • Compensation & Benefits • Credit Risk • Nominating & Corporate Governance

Biographical Information

Mr. Adkins is a Shareholder and Shareholder-in-Charge of Development & Practice Integration for Roetzel & Andress, LPA, a full-service law firm with offices located throughout Ohio, Florida and Chicago. Additionally, since May 2017, he has served as President of their wholly-owned consulting subsidiary, Roetzel Consulting Solutions, a bipartisan consulting company representing clients where the private and public sectors intersect. Mr. Adkins previously served as General Counsel to Summit County, Ohio. He is affiliated with numerous professional and charitable organizations including Board Chair and President for the University of Akron Board of Trustees, Ideastream Public Media Board of Trustees, the American Bar Association, the Greater Akron Chamber of Commerce, Alpha Phi Alpha Fraternity, Inc. and the Cleveland Metropolitan Bar Association.

Experience and Qualifications

Mr. Adkins also has acted as lead counsel for several multi-million-dollar development projects. His clients include public and private entities, as well as construction companies, engineering firms, financial institutions, diversified energy companies, governmental entities, housing authorities, urban school districts and nonprofit organizations. Prior to assuming his current leadership role, Mr. Adkins led for over a decade Roetzel & Andress, LPA’s Public Law and Finance team as Practice Group Manager. Additionally, he is currently General Counsel to Alpha Phi Alpha Homes, Inc. He also serves as lead counsel for a number of public and private entities including Ohio’s largest banking institution, a regional public hospital and two of Ohio’s largest school districts. Mr. Adkins’ expansive business and legal knowledge and his community leadership provide the S&T Board with public finance, business development, and strategic management experience which qualifies him to serve on the S&T Board.

S&T Bancorp, Inc. | 2026 Proxy Statement | 9

Proposal 1: Election of Directors



		David G. Antolik, Age 59

		Director since 2019 President

Biographical Information

Mr. Antolik has been President of S&T and S&T Bank since January 2019. He was Interim Chief Executive Officer and President from April 1, 2021 to August 23, 2021. Mr. Antolik was Chief Lending Officer of S&T and S&T Bank from 2008 to October 2020. He previously served as Senior Executive Vice President of S&T and S&T Bank from 2008 until January 2019. Mr. Antolik also serves as the chairman of the IUP Research Institute and is a member of the Indiana County Development Corporation Board.

Experience and Qualifications

With 37 years of banking experience, including 18 years of senior management experience at S&T, Mr. Antolik’s strong leadership capabilities and in-depth industry experience in commercial banking and implementing strategic initiatives provide the S&T Board with expertise that will contribute to the strategic growth of S&T. As our past Interim Chief Executive Officer and current President, Mr. Antolik provides unique insight to the S&T Board regarding our day-to-day operations, customer information, competitive intelligence, general trends in national and local banking and issues regarding our financial results.



		Peter R. Barsz, Age 69

		Director since 2019		Committees: • Audit (Chairperson) • Executive • Risk

Biographical Information

Mr. Barsz is a Certified Public Accountant and has been a Partner at Barsz Gowie Amon & Fultz, LLC, an accounting firm, since July 2017 when Steger Gowie & Company merged with Merves Amon & Barsz LLC where Mr. Barsz became a partner in 1990. Mr. Barsz previously served on the board of DNB, the holding company for DNB First, N.A., from January 2018 until it was acquired by S&T in November 2019. Mr. Barsz serves as the appointed Treasurer and has served as the Finance Director of several municipalities in Chester and Delaware counties and is currently serving as Chairman of the Pennsylvania State Tax Equalization Board, an independent agency of the Commonwealth tasked with obtaining information on real estate sales throughout the state.

Mr. Barsz also received an appointment by the Pennsylvania Legislature and is currently serving as a public member on the Legislative Audit Advisory Committee for the current and past three Legislative Sessions of the General Assembly. Mr. Barsz previously served as a director of two real estate holding companies located in Media, Pennsylvania as well as the Treasurer of the Foundation of the Delaware County Chamber of Commerce. Mr. Barsz was appointed by the Delaware County Court of Common Pleas to act as the Independent Trustee of a Family Trust. Mr. Barsz was also recently appointed to the board of the Drexel Neumann Academy, which is an independent parochial school educating children from Kindergarten to eighth grade, located in Chester, Pennsylvania.

Experience and Qualifications

Mr. Barsz’s extensive experience in accounting and providing management and financial consulting services to governmental and nonprofit entities, his deep community engagement, as well as his broad financial perspective qualify him to serve on the Audit Committee as an “audit committee financial expert” and on the S&T Board.

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Proposal 1: Election of Directors

Christina A. Cassotis, Age 61

LOGO

Director since 2017

Committees:

•

Audit

•

Compensation & Benefits (Chairperson)

•

Executive

•

Risk

Biographical Information

Ms. Cassotis has been the chief executive officer of the Allegheny County Airport Authority, which operates Pittsburgh International Airport and Allegheny County Airport since January 2015. Prior to that, Ms. Cassotis joined SH&E, Inc. in 1999, a global commercial aviation consulting firm, where she advised airports worldwide on strategy, business, and system planning. She went on to serve as managing officer for Airport Services for ICF-SH&E from 2007 to 2014, leading a global team of airport consultants. She also serves as a member of the board for the U.S. Travel Association, a member of the Board at the Federal Reserve Bank of Cleveland (Pittsburgh Branch) and a member of the International Aviation Women’s Association. Ms. Cassotis served as a director of EQT Corporation from October 2018 until July 2019.

Experience and Qualifications

Ms. Cassotis has demonstrated that she is a strong, decisive, and strategic leader. Her ability to identify the complex relationship between organizations and the competitive environments in which they operate has allowed her to position her business interests for the future while paying attention to immediate demands. Her substantial leadership roles within a highly-regulated, high-stakes industry provide valuable risk oversight experience, including with respect to cyber and technology, to the S&T Board. She is an innovative leader who has successfully directed necessary change through organizations to drive growth and deliver value which qualifies her to serve on the S&T Board.



		Stephanie N. Doliveira, Age 55

		Director since 2025

Biographical Information

Ms. Doliveira has served as Executive Vice President of People & Culture at Sheetz, Inc, a privately-held family-owned and operated regional convenience retailer based in Altoona, Pennsylvania, since January 2023. In this role, she is responsible for strategic planning and execution of all people-centric initiatives, while also providing oversight of the company’s enterprise risk, legal and government affairs functions. Previously, she served as the Vice President of Human Resources (2008-2023), Interim Manager of Brand Strategy (2006-2008), and Manager of Internal Communications (2003-2008) for Sheetz. Ms. Doliveira was a practicing labor and employment attorney prior to joining Sheetz. She serves on the Pennsylvania Governor’s Early Learning Investment Commission, the Pennsylvania Chamber Board of Directors, and Sheetz Family Charities.

Experience and Qualifications

Ms. Doliveira’s experience at a large regional convenience retailer provides the Board with deep expertise in culture, large-scale workforce, leadership and compensation strategies that support organizational transformation. Her combination of executive and legal experience brings to the Board the ability to drive enterprise-wide initiatives and develop governance, compliance and enterprise risk management frameworks that balance innovation and risk mitigation in highly regulated, complex industries. Her extensive retail industry experience provides the Board with a unique strategic perspective and qualifies her to serve on the S&T Board.

S&T Bancorp, Inc. | 2026 Proxy Statement | 11

Proposal 1: Election of Directors

Michael J. Donnelly, Age 68

LOGO

Director since 2001

Committees:

•

Compensation & Benefits

•

Credit Risk

•

Executive

•

Nominating & Corporate Governance (Chairperson)

Biographical Information

Mr. Donnelly has been president of Indiana Printing and Publishing Company, Inc. since 1993. Mr. Donnelly has spent over 30 years working with the Indiana County Chamber of Commerce and the Indiana County Development Corporation in retaining and attracting many businesses in the Indiana, Pennsylvania area.

Experience and Qualifications

Mr. Donnelly’s deep experience in leading, managing and operating a local business provides the S&T Board with valuable insight into the issues addressing our local corporate and consumer borrowers. Mr. Donnelly’s experience in leading a business, related governance, and developing appropriate compensation for the executives and senior management of his company qualifies him to serve on the S&T Board.

Jeffrey D. Grube, Age 72

LOGO

Director since 1997

Committees:

•

Audit

•

Compensation & Benefits

•

Credit Risk (Chairperson)

•

Executive

•

Risk

Biographical Information

Mr. Grube has served as a Director since 1997 and was named Lead Independent Director of the S&T Board and the S&T Bank Board in 2025. Mr. Grube served as president of B.F.G. Manufacturing Service, Inc., which provides large volume plating, painting and powder coating services with facilities in Pennsylvania and New York from 1990 until his retirement in 2020. Mr. Grube’s career as an executive in the manufacturing industry includes financial and engineering experience. Mr. Grube also served as a director on the board of a privately held company that supplies compliance products for lending solutions.

Experience and Qualifications

Mr. Grube’s extensive experience working with small and medium-sized businesses provides the S&T Board with valuable experience regarding potential borrowers and customers, customer relations, lending issues and credit risk. Mr. Grube’s executive and board experience in the manufacturing sector and experience with financial institutions allow him to bring relevant insight regarding regulatory and financial compliance issues to the S&T Board.

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Proposal 1: Election of Directors



		Peter G. Gurt, Age 58

		Director since 2024		Committees: • Compensation & Benefits • Credit Risk • Nominating & Corporate Governance

Biographical Information

Mr. Gurt has served as director of S&T since 2024. Mr. Gurt has been president of Milton Hershey School (“MHS”), one of the world’s largest private schools and which provides a home and schooling to children in social and financial need, since 2014. In October 2020, he also became the first president of Catherine Hershey Schools for Early Learning (“CHS”), a network of Early Childhood Education centers across Pennsylvania. CHS is a subsidiary of MHS with an initial investment of $350 million focused on serving children in need from birth to age five. Prior to this, he served in many leadership roles within MHS, including assistant to the president, vice president of administration, vice president of education and student life, and senior vice president and chief operating officer.

Experience and Qualifications

In Mr. Gurt’s current role as president of MHS and CHS, he is responsible for designing and executing strategy, and expanding the impact of the Milton Hershey School Trust. MHS is the sole beneficiary of the Milton Hershey School Trust, valued at more than $20 billion. The school’s trust is the sole proprietor of Hershey Entertainment & Resorts and controlling shareholder of The Hershey Company. Mr. Gurt has committed himself to serving his community through roles on the board and Commission for Accreditation at the Pennsylvania Association of Independent Schools. He has also served on several nonprofit boards throughout his career. Overall, Mr. Gurt’s extensive experience as a leader in business and education, and his community activism, fiduciary and risk management experience qualify him to serve on the S&T Board.

William J. Hieb, Age 69

LOGO

Director since 2019

Committees:

•

Audit

•

Credit Risk

•

Executive

•

Risk (Chairperson)

Biographical Information

Mr. Hieb served as the president and chief executive officer of DNB, the holding company for DNB First, N.A. since April 2016 until it was acquired by S&T in November 2019. He was a director of DNB since 2005 and a director of DNB First, N.A. since 2004. Mr. Hieb served as president and chief risk & credit officer of DNB from April 2011 to January 2016. Prior to that, Mr. Hieb served as president and chief operating officer of DNB from January 2005 to April 2011. Mr. Hieb has previously served on the board of directors for the Chester County Chamber of Business and Industry, the Chester County Historical Society, the Chester County Economic Development Council, the Chester County Chamber of Business and Industry and its Foundation, the Pennsylvania Bankers Association, the Housing Partnership of Chester County and Business Leadership Organized for Catholic Schools, and the West Chester University’s President Corporate Advisory Council.

Experience and Qualifications

Mr. Hieb has acquired considerable knowledge and experience during his 47 years in commercial banking including lending, credit administration, and wealth management. In addition, his background supervising DNB’s risk management function and operations during his career strengthens the Board’s collective qualifications, skills, and experience, and qualifies him to serve on the S&T Board.

S&T Bancorp, Inc. | 2026 Proxy Statement | 13

Proposal 1: Election of Directors

Christopher J. McComish, Age 61

LOGO

Director since 2021

Chief Executive Officer

Committees:

•

Executive

Biographical Information

Mr. McComish was named Chairperson of the S&T Board and the S&T Bank Board in 2025 and has been Chief Executive Officer of S&T and S&T Bank since August 24, 2021. Previously, he was senior executive vice president of consumer banking of TCF Bank, leading all consumer banking lines of business as well as business banking and wealth management from July 2018 to June 2021. Prior to TCF Bank, he served as president and chief executive officer of Scottrade Bank, the banking subsidiary of Scottrade Financial Services, Inc. from August 2015 to December 2017. In addition, he served as head of personal banking and then as chief operating officer for personal and commercial banking at BMO Harris Bank from December 2008 to July 2015. He began his career at Wachovia Bank, where he spent over 20 years in various regional and line of business leadership roles.

Experience and Qualifications

With more than 38 years of banking experience, including 23 years of senior management experience in his banking career, Mr. McComish’s strong leadership capabilities as a former chief executive officer, president and chief operating officer at other banking institutions and as senior executive vice president with a larger bank in the Midwest, provide the S&T Board with expertise that contributes to the strategic growth of S&T. As our Chief Executive Officer, Mr. McComish provides in-depth industry experience and insight in commercial banking, consumer banking, business banking and wealth management from a larger bank perspective. He is familiar with the impact of technology on banking, having served as the chief executive officer of a digital online bank, and brings to the S&T Board technology risk management experience. He also provides unique insight to the S&T Board regarding our day-to-day operations, risk and strategic initiatives, general trends in national and local banking, and issues regarding our financial results. Given his four years of leading the company as Chief Executive Officer, his solid performance and the performance of S&T since he became Chief Executive Officer , Mr. McComish is also well-positioned to serve as Chair, to capitalize on a deep understanding of S&T’s business and to identify issues that should be raised for consideration by the S&T Board and the S&T Bank Board.

14 | S&T Bancorp, Inc. | 2026 Proxy Statement

Proposal 1: Election of Directors

Bhaskar Ramachandran, Age 52

LOGO

Director since 2024

Committees:

•

Compensation & Benefits

•

Nominating & Corporate Governance

•

Risk

Biographical Information

Mr. Ramachandran has served as Global Vice President and Chief Information Officer of PPG Industries, Inc., a 140-year old Pittsburgh-based leading paints and coatings company, since 2021. From 2015 until joining PPG, Mr. Ramachandran served as Vice President, Information Technology, and Chief Information Officer of the largest division, of Jabil Inc., an American worldwide manufacturing services company. At Jabil, Inc., he led the creation of a fully cloud-based connected eco-system to make production more efficient and cost-effective. Prior to joining Jabil, Inc., Mr. Ramachandran progressed through information technology roles of increasing responsibility at Textron, Inc., a multi-industry company, where he was accountable for strategy development and operational elements of Textron, Inc.’s SAP center of excellence.

Experience and Qualifications

Mr. Ramachandran’s deep knowledge of cybersecurity and information technology provides the Board with valuable cyber and technology risk expertise, as well as a strong understanding of digital business strategies and emerging technology. Mr. Ramachandran’s extensive leadership experience at large, regulated companies, including his proven track record in scaling and transforming businesses, brings a diverse range of skills and knowledge that further contribute to an engaged and well-balanced Board. His work developing and leading diverse, high-performing teams across different industries and global companies also provides the Board with a unique perspective on people, process, adaptability and emotional intelligence.

Board Recommendation

LOGO

The S&T Board Recommends a Vote “FOR ALL” of the Nominees.

S&T Bancorp, Inc. | 2026 Proxy Statement | 15

CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Board has developed and adopted the Guidelines which reflect S&T’s commitment to following corporate governance best practices. The Guidelines are intended to promote the functioning of the Board and its committees and provide a common set of expectations as to how the Board should perform its functions. These Guidelines are not intended to modify or amend S&T’s Articles of Incorporation, as amended (the “Articles of Incorporation”), or By-laws. In the event of a discrepancy between these Guidelines and the Articles of Incorporation or the By-laws, the Articles of Incorporation and By-laws will always govern. The Guidelines are available on S&T’s website, www.stbancorp.com, under Governance.

Director Independence

The Board annually reviews and makes a determination as to the independence of its directors under the Nasdaq listing rules. In 2025, the Board also considered all direct and indirect transactions described under “Transactions with Related Parties” in determining whether a director is independent. Finally, the Board considered whether a director has any other material relationships with S&T and concluded that none of S&T’s directors, other than Mr. Antolik and Mr. McComish, has any such relationship that impairs the director’s independence. There were no other related party transactions other than those described under “Transactions with Related Parties” in this Proxy Statement. The Nominating Committee has the delegated responsibility to evaluate each director’s qualifications for independence for the Board and for the committees of the S&T Board. In accordance with the Nasdaq listing rules and interpretations, following review of the objective measures, the Nominating Committee and Board also evaluate on a subjective basis each director’s personal, familial and/or business relationship, regardless of dollar amount.

At a meeting held on January 28, 2026, the Board affirmatively determined the following nine directors and director nominees are independent under the Nasdaq listing rules: Mr. Adkins, Mr. Barsz, Ms. Cassotis, Ms. Doliveira, Mr. Donnelly, Mr. Grube, Mr. Gurt, Mr. Hieb, and Mr. Ramachandran. S&T provided financial services during 2025 to certain of S&T’s directors and to entities with which certain of S&T’s directors are affiliated. Affiliated entities include companies of which a director is, or was during 2025, an executive officer. We offer those services in the ordinary course of business on substantially the same terms and conditions, including price, as we provide to other similarly situated customers. The Board concluded that none of the subjective considerations impacted the independence of our directors.

Christine J. Toretti, who served as a director and independent Chair of the Board until her resignation on September 28, 2025 due to her appointment and confirmation as the United States Ambassador to Sweden, also qualified as independent during the period she served on the S&T Board. The Board also found Frank J. Palermo, Jr. who served as a director until May 13, 2025 when he did not stand for re-election, also qualified as independent during the period he served on the S&T Board. As discussed below, all members of the Compensation and Benefits Committee (the “Compensation Committee”) and the Nominating Committee are independent under the Nasdaq rules. In addition, the Board determined that each of the members of the Audit Committee is independent under applicable SEC and Nasdaq rules. The Board affirmatively determined that Mr. Antolik and Mr. McComish are the only non-independent directors as each is an executive officer of S&T. In making these determinations, the Board relied on the evaluation and recommendations made by the Nominating Committee.

Board Structure; Board and Committee Meetings

There are currently 11 directors comprising the Board. The Board currently has established six standing committees: Audit, Compensation and Benefits, Credit Risk, Executive, Nominating and Corporate Governance, and Risk. Each Board Committee serves as a board committee of S&T Bank in addition to being a Board committee of S&T.

During 2025, the Board held six regular and two special board meetings, for a total of eight, with the following number of meetings held by the Board committees: Audit, eight; Compensation and Benefits, five; Credit Risk,

16 | S&T Bancorp, Inc. | 2026 Proxy Statement

Corporate Governance

four; Nominating and Corporate Governance, four; and Risk, four. The Executive Committee, which meets as often as it determines is necessary and appropriate, did not meet during 2025.

Each director of the Board attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served during 2025. Independent members of the Board meet at least twice per year in regularly scheduled executive sessions without management present. The independent Chairperson of the Board or, when the position of Chairperson of the Board is not held by an independent director, the Lead Director, presides over all executive sessions. The Board has implemented a formal policy that strongly encourages director attendance at the annual meeting of shareholders. In 2025, all of S&T’s then serving on the Board directors attended the annual meeting of shareholders, except Frank J. Palermo, Jr.

It is the Board’s policy not to mandate the separation of the offices of Chairperson of the Board and Chief Executive Officer (“CEO”). The Board believes it is in the best interests of S&T for the Board to make the determination from time to time as the circumstances warrant regarding the appropriate Board leadership structure. Pursuant to the Guidelines, when the position of Chairperson of the Board is not held by an independent director, a Lead Director, who is independent under Nasdaq and SEC rules, will be selected by the independent Board members to help ensure strong independent leadership on the Board. At a special meeting held on September 24, 2025, in connection with the resignation of the former Chairperson, Christine J. Toretti, the Board, including all members of the Nominating Committee, approved the creation of a Lead Independent Director position (“Lead Director”) on the Board and appointed the current CEO, Christopher J. McComish, to serve as the Chairperson of the Board. As a result, the Board appointed the current CEO of S&T, Christopher J. McComish, to serve as the Chairperson of the Board and appointed Jeffrey D. Grube, to serve as the Lead Director of the Board. The duties of the Lead Director are broad and substantive, promoting strong independent oversight over management and accountability to shareholders. The Board appointed Mr. McComish as Chairperson, given his four years of leading the company as CEO, his solid performance and the performance of S&T since he became CEO, all of which best position him to capitalize on a deep understanding of S&T’s business to identify the most critical business issues that should be raised for consideration by the Board. The Board believes these appointments and corporate governance changes are in the best interests of S&T and its shareholders.

The Lead Director serves as liaison between the CEO and the independent directors, supervises various board operations and governance, fostering an effective, engaged and independent board culture, and ensures the board fulfills its oversight responsibilities.

Pursuant to the Guidelines, the Lead Director has the following authority and responsibilities:

•

Review and approve Board meeting agendas, in consultation with the Chairperson of the Board and other members of the Board.

•

Establish agendas for and preside over executive sessions of the Board’s independent directors.

•

Call and preside at meetings of independent directors.

•

Act as a liaison between independent directors and the Chairperson of the Board.

•

Review or advise on Board meeting materials or informational needs to ensure the Board receives timely, accurate and complete information and the decision time necessary to make informed judgments.

•

Preside at Board meetings in the absence of the Chairperson of the Board.

•

Together with the Chairperson of the Board, ensure the Board fulfills its role in overseeing and monitoring management and operations of S&T and protects the interests of S&T and its shareholders.

•

Facilitate discussion among the independent directors on key issues and concerns outside of Board meetings.

•

Provide advice and counsel to the Chairperson of the Board, while respecting the executive responsibilities of the CEO.

S&T Bancorp, Inc. | 2026 Proxy Statement | 17

Corporate Governance

•

If requested by major shareholders or regulators, ensure that they are available for consultation and direct communication.

•

Communicate the Board’s evaluation of the CEO’s annual performance together with the Compensation Committee Chairperson.

•

Lead the Board in an evaluation of the Chairperson of the Board’s performance and communicate it to the Chairperson of the Board.

•

Lead a process to select a new Chairperson of the Board when necessary.

•

Provide leadership to the Board in a time of emergency or crisis with respect to the Chairperson of the Board.

•

Discharge such other responsibilities as the Board’s independent directors may request from time to time.

When the position of Chairperson of the Board is not held by an independent director, the Chairperson of the Board shall have the following authority and responsibilities; provided that the following list is not an exclusive list of all duties of the Chairperson of the Board.

•

Prepare the agenda for board meetings with the Secretary and in consultation with the Lead Director.

•

Preside over all meetings of the Board.

•

Call Special meetings of the Board.

•

Call meetings of the executive committee of the Board.

•

Preside over all meetings of shareholders.

•

Together with the Lead Director, ensure the Board fulfills its role in overseeing and monitoring management and operations of S&T and protects the interests of S&T and its shareholders.

•

Ensure the Board receives timely, accurate and complete information and the decision time necessary to make informed judgments.

•

Assign tasks to the appropriate committees of the Board.

•

Promote effective relationships and open communication, both inside and outside the boardroom, between senior management and the Board.

The Board believes that the current composition of the Board, the Board committees as presently constituted, and the leadership structure of the Board enable the Board to fulfill its role in overseeing and monitoring the management and operations of S&T and to protect the interests of S&T and its shareholders.

Director Succession Planning

One of our current directors, Jeffrey D. Grube, has reached the mandatory retirement age of 72 pursuant to S&T’s By-laws and Guidelines, and the Board anticipates that at least three other current directors will reach the mandatory retirement age over the next four years. In anticipation of these events, the Board and the Nominating Committee have been addressing Board composition and succession planning.

Mr. Grube, who was appointed to the Board in 1997, serves as Chair of the Credit Risk Committee and has served as Chair of the Compensation & Benefits Committee and as a member of the Audit Committee, Executive Committee and Risk Committee, was recently appointed as Lead Director, as discussed above, and has reached the mandatory retirement age. As part of its analysis of director succession, optimal Board composition and continuity of leadership, the Nominating and Governance Committee recommended, and our Board approved, a limited waiver of the mandatory retirement age for Mr. Grube simultaneously with the director nominations made by the Board in January 2026. The waiver is limited to the period ending with

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nominations for the 2028 annual meeting of shareholders, enabling Mr. Grube to serve on the Board through the 2029 annual meeting of shareholders, if elected. The waiver permits, but does not require, the Board to annually nominate Mr. Grube to serve on the Board and to continue to appoint him as the Lead Independent Director during such period.

Mr. Grube abstained from this vote. Mr. Grube has been nominated by the Board for election by shareholders at the Annual Meeting and is included in the Board nominees beginning on page 9.

The Board believes that it is in the best interests of S&T to waive the mandatory retirement age provision on a limited basis as described above. The Board does not currently intend to amend the By-laws or the Guidelines provisions with respect to the mandatory retirement age on a permanent basis.

The S&T Board’s Role in Risk Oversight

Role of the S&T Board

The S&T Board, with the assistance of the Risk Committee, oversees an enterprise-wide approach to risk management (“ERM”), designed to support the achievement of strategic goals, to improve long-term organizational performance and to enhance shareholder value. The Board’s oversight primarily focuses on material risks and any notable emerging themes to ensure S&T’s risk management is adequate. The chair of the Risk Committee, in collaboration with the Chairperson of the Board, helps ensure that the Board has appropriate discussions on risk topics. The Risk Committee is responsible for reviewing and recommending to the Board for approval certain risk appetites taking into account S&T’s structure, risk profile, complexity, activities, size, and other appropriate risk-related factors. The Risk Committee considers current risks, which include the respective timeframes reflected by those risks, emerging risks, and future threats.

The Risk Committee is responsible for overseeing S&T’s risk management activities and the effectiveness of its ERM framework. The Risk Committee is also responsible for monitoring our compliance risk with respect to regulatory and legal matters. The members of the Risk Committee are Peter R. Barsz, Christina A. Cassotis, Jeffrey D. Grube, William J. Hieb (Chairperson), and Bhaskar Ramachandran. Christine J. Toretti, a former director, served as a member of the Risk Committee until her resignation on September 28, 2025 due to her appointment and confirmation as the United States Ambassador to Sweden. Per the Risk Committee charter, the chairperson of the Risk Committee must satisfy the independence requirements established by the SEC, Nasdaq and any other governmental or regulatory body with authority over S&T. Mr. Hieb, Risk Committee Chairperson, meets such independence standards. The Risk Committee recommends to the Board the risk appetite or broad level of risk that is appropriate for S&T to accept. S&T’s risk appetite is an important piece of an effective ERM framework that reinforces risk culture and is a core instrument for better aligning overall corporate strategy, capital allocation, and risk.

Our Risk Committee’s primary purpose is to assist the Board in fulfilling its fiduciary responsibilities with respect to its oversight and assessment of S&T’s ERM framework, including among other things, the identification, assessment, measurement, monitoring, and management of the following major risk categories: Credit, Market, Liquidity, Operational, Information Technology and Security, Compliance/Regulatory, Legal, and Strategic. The Risk Committee meets quarterly or as often as it determines is necessary and appropriate. As with the other committees of the Board, the Risk Committee has the authority to consult with outside advisors as it deems necessary or appropriate to discharge its duties and responsibilities.

The Board, with the assistance of the Risk Committee, delegates the authority and responsibility for ensuring alignment of the risk appetite with the strategic objectives to the management-level Enterprise Risk Management Committee (the “ERM Committee”). The ERM Committee serves as the primary risk management forum for monitoring S&T’s risk exposures by reviewing key risk indicators or guidelines to proactively monitor both the level and direction of risk as well as key performance indicators to monitor progress toward achievement of strategic goals. By utilizing a comprehensive and standardized view of the nature and level of

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risk to which S&T is exposed and the interaction of the various risk components identified in its ERM program, S&T is better able to assess and manage its risk and react to uncertainties. S&T’s executive management-level committees, each of which is overseen by a Board committee, assists in this effort by helping S&T assess and manage issues, emerging risks and future threats identified across the organization and escalating them to the Board.

The ERM Program utilizes a three lines of defense model to delegate responsibility for critical risk management processes across the business functions and operational areas, as well as risk management, compliance, and internal audit teams. S&T’s first line of defense consists of business areas and operational teams across S&T Bank. These areas and teams are responsible for identifying, assessing, mitigating, monitoring, and managing risk within their respective areas. S&T’s risk management functions represent the second line of defense. These functions are led by the Chief Risk Officer (“CRO”) and include a team consisting of a Director of Risk Management, Chief Appraisal Officer, Chief Compliance Officer, Chief Security Officer, Director of Credit Risk Review and Director of Operational Risk Management. S&T’s Audit and Advisory Department represents the third line of defense, which provides independent and objective assurance to senior management and the Board regarding first and second line risk management functions, internal controls, and governance processes.

The ERM Committee is comprised of members of S&T executive leadership, including the CRO, CEO, President, Chief Financial Officer (“CFO”), Chief Credit Officer, Commercial Banking Executive, Chief Human Resources Officer, Chief Operating Officer, Chief Audit Executive (“CAE”), Chief Consumer and Business Banking Officer, Director of Treasury Management, Banking Operations Division Manager, Director of Risk Management, Chief Compliance Officer, Chief Security Officer, Director of Credit Risk Review, Director of Operational Risk Management, and General Counsel. The ERM Committee meets at least quarterly to take the following actions prior to presentation to the Risk Committee: discuss the risk exposures of the enterprise, review changes to those exposures based on internal and external events, manage and mitigate such risks, and discuss significant policy changes, new products and services, and review ERM reports, including each of the corresponding risk management programs. The ERM Committee promotes proper risk management practices throughout S&T. A corporate policy approved by the Risk Committee governs the ERM Committee. The ERM Committee also operates pursuant to a written charter that is formally approved by the Risk Committee.

Role of the Board Committees

Pursuant to our Risk Committee charter, the CRO reports directly to the CEO, but has direct access to the Risk Committee, without impediment, and provides regular communication to the Risk Committee regarding risk management and regulatory compliance activities and other matters as the CRO determines necessary. The Risk Committee reviews and approves the appointment, replacement or dismissal of the CRO and oversees CRO succession planning.

The CRO, as the administrator of the ERM program, regularly meets with management, including the CEO, to discuss the primary areas of risk identified above as part of the ERM program. As necessary, the Risk Committee meets with the CRO to discuss and analyze risks to S&T without management present.

The Audit Committee is responsible for oversight of financial risk, including internal controls which encompasses disclosure controls and procedures, oversight of the registered public accounting firm independence and performance, oversight of the internal audit function, and oversight of all trust activities consistent with the Federal Deposit Insurance Corporation’s Statement of Principles of Trust Department Management. As part of the Audit Committee’s oversight of the internal audit function, they approve the appointment, replacement, or dismissal of the CAE. Pursuant to our Audit Committee charter, the CAE reports directly to the Audit Committee, with administrative oversight provided by the CEO. At least quarterly, the Audit Committee meets (including without Management present during executive sessions) with the CAE to review and assess risks identified by internal audit, the risk-based audit plan, sufficiency of resources (financial and staffing), departmental performance indicators, and the independence of the function within the organization. The Audit Committee meets twice quarterly or as often as it determines is necessary and appropriate.

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The Compensation and Benefits Committee is responsible for assessing and mitigating risks associated with S&T’s human capital and compensation practices, both with respect to S&T’s NEOs (as further described in the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement) and its employees generally. The Compensation Committee reviews the incentive compensation arrangements for S&T’s NEOs with the CRO at least annually to discuss and evaluate the risk posed to S&T by its employee compensation plans and to ensure that the compensation arrangements do not encourage the NEOs to take unnecessary and excessive risks that threaten the value of S&T. The Compensation Committee meets quarterly or as often as it determines is necessary and appropriate.

Our Credit Risk Committee is responsible for reviewing the credit administration risk management practices and reporting; the performance of the independent credit risk review function and its assessment of the management of credit risk arising from the lending and lending-related functions of S&T; the review of commercial lending activity, including portfolio reviews; the credit policy approval; and providing guidance on pertinent credit risk matters including loan-related strategies. The members of the Credit Risk Committee are Lewis W. Adkins, Michael J. Donnelly, Jeffrey D. Grube (Chairperson), Peter G. Gurt, and William J. Hieb. The Credit Risk Committee meets quarterly or as often as it determines is necessary and appropriate. The Credit Risk Committee reviews and approves the appointment, replacement, or dismissal of the Director of Credit Risk Review and at least annually reviews with the Director of Credit Risk Review the plans, activities, staffing and organizational structure of the credit risk review function. At least quarterly or as needed, the Credit Risk Committee meets with the Director of Credit Risk Review to discuss and analyze credit risks to S&T without management present.

The Executive Committee is responsible for exercising the authority to act on behalf of the Board between meetings of the Board to the fullest extent permitted by law. The Executive Committee meets as often as it determines is necessary and appropriate. Peter R. Barsz, Christina A. Cassotis, Michael J. Donnelly, Jeffrey D. Grube, William J. Hieb, and Christopher J. McComish serve as members of the Executive Committee. Christine J. Toretti, a former director, served on the Executive Committee as Chair, until her resignation on September 28, 2025.

Employee Compensation Policies and Managing Risk

We believe our approach to goal setting, setting of targets with payouts at multiple levels of performance, and evaluation of performance results assists in mitigating excessive risk taking that could harm our value or reward poor judgment by our executives. We believe that several features of our compensation policies and programs reflect sound risk management practices, such as basing incentive awards on the achievement of predetermined earnings per share (“EPS”), pre-provision net revenue and non-performing asset goals, all audited numbers, and granting restricted awards subject to a three year tiered time or three year cliff performance vesting that serves the additional purpose of encouraging senior management to make current decisions that promote long-term growth, promoting retention of senior management and requiring senior management to meet stock ownership guidelines. All awards granted under S&T Bancorp, Inc.’s 2021 Incentive Plan (the “2021 Incentive Plan”) were subject to Compensation Committee review and approval based upon corporate and/or individual performance.

The incentive plan for senior management, as described in the CD&A section below, contains a “Minimum Gateway Requirement” (other than for time-based awards) and a “Shareholder Protection Feature,” which provide that awards will not be made unless S&T achieves a Return on Average Equity of at least 5% and maintains well capitalized capital ratio requirements, as established by applicable regulatory authorities, respectively. We believe we have allocated our compensation among base salary and short and long-term compensation target opportunities in such a way as to not encourage excessive risk-taking. The Compensation Committee also reviews compensation and benefits plans affecting employees in addition to those applicable to executive officers. Based on the review by the Compensation Committee, the S&T Board determined that it is not reasonably likely that S&T’s compensation and benefit plans would have a material adverse effect on S&T.

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Audit Committee

The Audit Committee is established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Peter R. Barsz (Chairperson), Christina A. Cassotis, Jeffrey D. Grube, and William J. Hieb. All members meet the independence standards for audit committees established by the SEC and Nasdaq. Frank J. Palermo, a former director who served as the Chair of the Audit Committee until May 13, 2025 when he did not stand for re-election, was also independent during the time of his service.

A written charter approved by the Board governs the Audit Committee and complies with current Nasdaq Rules relating to charters and corporate governance. The Audit Committee reviews the adequacy of this charter annually and recommends any proposed changes to the Board. A copy of the charter is included on S&T’s website www.stbancorp.com, under Governance. The Audit Committee has provided information regarding the functions performed by the Audit Committee and its membership in the “Report of the Audit Committee,” included in this Proxy Statement on page 68.

The Board has determined that Peter R. Barsz, Chair of the Audit Committee, CPA, and William J. Hieb each qualify as an “audit committee financial expert” as defined in regulations issued pursuant to the Sarbanes-Oxley Act of 2002. The Board also determined that Frank J. Palermo, CPA, a former director and Chair of the Audit Committee, qualified as an “audit committee financial expert” until the expiration of his term immediately following the 2025 annual meeting of shareholders.

The Audit Committee annually reviews the independent registered public accounting firm’s performance and independence in deciding whether to retain the firm or engage a different independent registered public accounting firm. As part of this review, the Audit Committee considers, among other things, the following:

•

The independent registered public accounting firm’s continued independence and objectivity;

•

The capacity, depth, financial services knowledge and public company experience of the independent registered public accounting firm;

•

The quality and candor of the independent registered public accounting firm’s communications with the Audit Committee and Management;

•

The desired balance of the independent registered public accounting firm’s experience and fresh perspective as a result of mandatory audit partner rotation, which will take place in May 2026, as required by Section 203(j) of the Exchange Act

•

External data on audit quality and performance, including recent Public Company Accounting Oversight Board (PCAOB) reports on the independent registered public accounting firm and its peer reviews;

•

The quality and efficiency of the audit firm’s audit plans and performance conducting S&T’s audit;

•

The appropriateness of the independent registered public accounting firm’s fees for audit and non-audit services;

•

The independent registered public accounting firm’s effectiveness of communications and working relationships with the Audit Committee, Internal Audit, and management; and

•

The independent registered public accounting firm’s tenure as S&T’s independent registered public accounting firm, including the benefits of having a long-tenured auditor and controls and processes that help safeguard the firm’s independence.

The Audit Committee has the authority to consult with outside advisors as it deems necessary or appropriate to discharge its duties and responsibilities.

Compensation and Benefits Committee

The members of the Compensation Committee are Lewis W. Adkins, Jr., Christina A. Cassotis (Chairperson), Michael J. Donnelly, Jeffrey D. Grube, Peter G. Gurt, and Bhaskar Ramachandran. The Compensation

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Committee’s primary function is to recommend to the Board action on executive compensation and compensation and benefit changes brought to it by management.

A written charter approved by the Board governs the Compensation Committee and complies with current Nasdaq Rules relating to charters and corporate governance. The Compensation Committee reviews the adequacy of this charter annually and recommends any proposed changes to the S&T Board. A copy of the charter is included on S&T’s website www.stbancorp.com, under Governance. The Compensation Committee is comprised entirely of independent board members, as defined by Nasdaq listing standards.

The Compensation Committee is responsible for our stated compensation strategies, goals and purposes, ensuring that there is a strong link between the economic interests of management and shareholders; that members of management are rewarded appropriately for their contributions to company growth and profitability; that the executive compensation strategy supports organization objectives and shareholder interests; and that human capital programs and policies, including with respect to management development, succession planning and inclusion initiatives are effective. The Compensation Committee must provide clear direction to management to ensure that its policies and procedures are carried out in a manner that achieves balance and is consistent with safety and soundness. It approves any material exceptions or adjustments to the incentive compensation arrangements established for senior management and carefully considers and monitors the effects of any approved exceptions or adjustments. In support of the Compensation Committee’s responsibilities, S&T has an Incentive Compensation Steering Committee (“Steering Committee”), which operates under a formal management committee charter and whose members consist of the CEO, the President, the CFO, the CRO, Chief Human Resource Officer, the Chief Operating Officer and any other officer that the Compensation Committee deems appropriate. The Steering Committee reviews all incentive plans to ensure that they are equitable across all business lines, tie to organizational goals, do not encourage excessive risk-taking and are not designed to encourage misconduct or illegal behavior. As part of the Steering Committee’s responsibilities, it applies the safety and soundness guidelines established in our formal Incentive Compensation Arrangements policy.

The Compensation Committee receives and reviews, on an annual or more frequent basis, an assessment by management, with input from risk management personnel, of the effectiveness of the design and operation of the organization’s incentive compensation system in providing appropriate risk-taking incentives. It also reviews periodic reports of incentive compensation awards and payments relative to risk outcomes. It ensures that the incentive compensation arrangements for S&T do not encourage employees to take risks that are beyond S&T’s ability to manage effectively. It also performs other related duties as set forth in its written charter.

The process, policies and specific determinations of the Compensation Committee with respect to compensation of our NEOs for fiscal year 2025, including management’s role in such process, are described in greater detail in the CD&A section of this Proxy Statement.

The Compensation and Benefits Committee Report is on page 47 of this Proxy Statement.

The Compensation Committee has the authority to consult with outside advisors as it deems necessary or appropriate to discharge its duties and responsibilities.

Nominating and Corporate Governance Committee

The members of the Nominating Committee are Lewis W. Adkins, Jr., Michael J. Donnelly (Chairperson), Peter G. Gurt, and Bhaskar Ramachandran.

The Nominating Committee’s functions are to assist the Board in annually reviewing the qualifications and independence of the members of the Board and its various committees as well as the composition and structure of the Board; to review and make recommendations to the Board as to its committee structure, functions and

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composition on a periodic basis; to oversee the annual assessment of the performance of the Board, its committees and its directors, including whether its committees are functioning effectively; to recommend director nominees to the Board to submit for election by shareholders; and to provide guidance to the Board on corporate governance issues. Prior to beginning the annual assessment of the Board and its committees, the Nominating Committee considers possible enhancements to the process to ensure continued effectiveness. Any feedback on the assessment process from the prior year is incorporated. Each year, the Nominating Committee oversees a robust assessment process that includes three separate assessments, a Board self-assessment, a committee self-assessment that is specific to each committee and an individual director self-assessment. In connection with the 2025 assessment, the Nominating Committee and the Board agreed to engage a third party to facilitate the assessment. The results of the Board and committee self-assessments are reviewed by the Chair of the Nominating Committee, the Lead Independent Director and the Board Chairperson, then shared, reviewed and discussed with the Board. To encourage candor, the individual director self-assessments are shared only with the Chair of the Nominating Committee, the Lead Independent Director and the Board Chairperson. The Chair of the Nominating Committee, the Lead Independent Director and the Board Chairperson, individually or together, may hold one-on-one discussions with individual directors to further discuss the Board, committee and individual director self-assessments. The self-assessments pay particular attention to the Board’s oversight of S&T’s risk management framework, Board refreshment, the structure of the Board and its committees and the Board’s ability to take actions and make decisions efficiently and independently from management.

In addition, the Nominating Committee reviews all transactions with related parties, as further described on page 64 of this Proxy Statement. The Nominating Committee oversees the director onboarding process and the continuing education programs for all directors. To assist in remaining current with Board duties and committee responsibilities, the Board regularly has educational sessions with internal and external resources during Board meetings and participates in a third-party educational program designed specifically for bank directors. This program offers access to online video training series, a wide range of in-person conferences, periodic hard copy and digital magazines, and peer-based and webinar educational programs on corporate governance, risk management, committee duties, board leadership and industry developments. Various other educational opportunities and sources are also provided to the Board.

A written charter approved by the Board governs the Nominating Committee and complies with current Nasdaq Rules relating to charters and corporate governance. The Nominating Committee reviews and reassesses the adequacy of this charter annually and recommends any proposed changes to the Board. A copy of the charter is included on S&T’s website www.stbancorp.com, under Governance. The Nominating Committee is comprised entirely of independent board members, as defined by Nasdaq listing standards. Mr. Palermo, a former director who served on the Nominating Committee until May 13, 2025 when he did not stand for re-election, was also independent during the time of his service.

The Nominating Committee has the authority to consult with outside advisors as it deems necessary or appropriate to discharge its duties and responsibilities.

Director Qualifications and Nominations

The Nominating Committee has adopted, and the Board has ratified, a corporate policy for identifying and evaluating candidates for membership on the Board. The Nominating Committee identifies potential candidates based on suggestions from directors, officers of S&T, and S&T shareholders. An S&T shareholder may make a director nomination in accordance with Section 202 of S&T’s By-laws and applicable law. The procedure under Section 105 of the By-laws provides that a notice relating to the nomination must be timely given in writing to the Secretary of S&T, at 800 Philadelphia Street, Indiana, Pennsylvania 15701, prior to the annual meeting. To be timely, the notice must be delivered not earlier than the close of business on the 120th day (January 12, 2027), nor later than the close of business on the 90th day (February 11, 2027), prior to the first anniversary of the preceding year’s annual meeting (May 12, 2027), unless the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, in which case we will notify you of

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the new deadlines. Among other requirements, such notice must be accompanied by the nominee’s written consent to be named in the applicable proxy statement and contain information relating to the business experience and background of the nominee and the nominee’s holdings of S&T Common Stock and information with respect to the nominating shareholder. There are no differences in the manner in which the Nominating Committee considers and evaluates candidates for membership on the Board based on whether such candidate is recommended by a shareholder, the Nominating Committee, or by any other source.

In evaluating and selecting nominees to the Board, the Nominating Committee takes into account all factors and criteria it considers appropriate, which includes but is not limited to the following: high personal and professional integrity; sound independent judgment and exceptional ability; business experience; collaborative approach to engagement and oversight; inquisitive and objective perspective; area of residence in relationship to S&T’s geographic market; other directorship experience that would be beneficial to the Board and management of S&T; diversity of experience relative to that of other S&T directors; diversity of age, gender, minority status, and level and type of education; whether the candidate will be effective in serving the long-term interests of S&T’s shareholders; whether the candidate has sufficient time and energy to devote to the affairs of S&T; whether the candidate possesses a willingness to challenge and stimulate management and the ability to work as part of a team; whether the candidate meets the independence requirements of the Nasdaq listing standards; whether the candidate is free from conflicts of interest with S&T; whether the candidate has any other skills and qualifications identified from time by the Board; and any other factors related to the ability and willingness of a new director to serve or an existing director to continue his or her service.

The Nominating Committee may engage a third-party search firm to assist it in identifying director candidates who meet the above-identified criteria and did so in 2025. S&T did not receive any timely shareholder nominations for a director for consideration for this Annual Meeting.

Shareholder Communications with Directors

Shareholders who desire to communicate with the Board or a specific director should send any communication, in writing, to S&T Bancorp, Inc., 800 Philadelphia Street, Indiana, Pennsylvania 15701, Attention: Secretary. Any such communication should state the number of shares beneficially owned by the shareholder. S&T’s Secretary will initially review all communications received in accordance with the Shareholders Communication Policy adopted by the Board. The Secretary will relay all such communications to the appropriate director or directors on a periodic basis unless the Secretary determines that the communication does not relate to the business or affairs of S&T or the functioning or constitution of the Board or any of its committees; relates to routine or insignificant matters that do not warrant the attention of the Board; is an advertisement or other commercial solicitation or communication; is frivolous or offensive; or is otherwise not appropriate for delivery to directors. The director or directors who receive any such communication will have discretion to determine whether the subject matter of the communication should be brought to the attention of the full Board or one or more of its committees and whether any response to the person sending the communication is appropriate. Any such response will be made through S&T’s management and only in accordance with S&T’s policies and procedures and applicable laws and regulations relating to the disclosure of information. If the Secretary believes the communication may be a complaint relating to any questionable accounting, internal accounting controls or auditing matter (“Covered Matter”), the Covered Matter will be handled in accordance with S&T’s Complaints Regarding Accounting, Internal Accounting Controls or Auditing Matters Policy (“Whistleblower Policy”). A copy of the Whistleblower Policy is included on S&T’s website www.stbancorp.com, under Governance.

Code of Conduct and Ethics

The S&T Board has adopted a General Code of Conduct for directors, officers, and employees and has further adopted a Code of Conduct for the CEO and CFO (the “Senior Officer Code”, which contains additional provisions separate from the General Code of Conduct applicable to our CEO and CFO). Both the General Code of Conduct and the Senior Officer Code are posted on S&T’s website www.stbancorp.com, under Governance. The General Code of Conduct addresses the professional, honest and candid conduct of each director, officer

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and employee; conflicts of interest, disclosure process, and compliance with laws, rules and regulations (including insider trading laws); corporate opportunities, confidentiality, self-dealing and fair dealing; and protection and proper use of company assets. It also encourages reporting any illegal or unethical behavior. The Senior Officer Code addresses the CEO and CFOs duty to report certain significant deficiencies in S&T’s internal control over financial reporting or fraud involving financial reporting, disclosures, or internal control over financial reporting and other violations of laws. A waiver of the General Code of Conduct for an executive officer or director of S&T (or a waiver of the Senior Officer Code for the CEO or CFO) may be made only by the Board and must be promptly disclosed as required by SEC or Nasdaq rules. S&T will disclose any such waivers, as well as any amendments to the General Code of Conduct or the Senior Officer Code, on S&T’s website. Shareholders may obtain a printed copy of the Code of Conduct or the Senior Officer Code by contacting the Secretary at the address previously provided.

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Insider Trading Policy

S&T has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of S&T’s securities by our directors, officers and employees, as well as their family members and entities controlled by them, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and the exchange listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form

10-K

for the year ended December 31, 2025.

Political Activity/Contributions

S&T recognizes the responsibilities of good citizenship. Employees are encouraged to take part in political activities on their own time and in their own name, so long as their participation does not affect their job performance; however, employees may not solicit campaign funds or engage in other forms of electioneering on business premises. S&T generally refrains from making contributions of anything of value to directly or indirectly influence an election for political office. This includes the use of company facilities and equipment, loan of employees, loan or advances (other than under normal credit standards), furnishing of transportation, or special duplicating services. In the past fiscal year, S&T has spent no money and contributed nothing of value for political advocacy.

Employee, Officer and Director Hedging

Directors, officers, and employees are prohibited from engaging in any hedging transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds, or other derivatives) that are designed to hedge or speculate on any change in the market value of S&T’s securities.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was at any time during fiscal 2025 an officer or employee of S&T or any of our subsidiaries, and no member has ever served as an officer of S&T. None of our executive officers serves or, during fiscal year 2025, served as a member of the board of directors or the compensation committee of any entity that has one or more executive officers serving as a member of the Board or Compensation Committee.

Compensation Consulting and Advisory Services Fees

In 2025, Aon plc (“Aon”) performed services for the Compensation Committee with respect to recommendations for the appropriate compensation level for the President and CEO; for evaluation of and recommendations for S&T’s peer banks; for an analysis of S&T’s executive compensation, including the NEOs, compared with S&T’s peer banks; and for refinements to the Management Incentive Plan and Long-Term Incentive Plan.

In 2025, the Compensation Committee reviewed and assessed the independence of Aon and concluded that Aon’s work did not raise any conflicts of interest and that Aon is independent. In reaching these conclusions, the Compensation Committee considered the factors set forth in the SEC rules and Nasdaq listing standards.

Environmental, Social and Governance Practices

S&T’s 2025 Corporate Responsibility Report provides S&T’s environmental, social and governance practices and can be found at

https://www.stbank.com/corporateresponsibility

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DIRECTOR COMPENSATION

The Nominating Committee annually reviews S&T’s director compensation and makes recommendations to the Board. S&T’s director compensation is designed to align the S&T Board with its shareholders and to attract, motivate and retain high-performing members critical to S&T’s success. A directors’ compensation analysis including a peer comparison is completed annually. The objective is to evaluate director compensation against S&T’s peer group to ensure S&T’s compensation practices for its directors are consistent with banks its size and within similar markets. S&T uses a combination of cash and restricted stock units to attract and retain qualified candidates to serve on the Board. Restricted stock unit grants are intended to align directors’ interests with those of S&T’s shareholders. In connection with a compensation analysis completed by the Board in 2025, the Board revised the cash retainer payment schedule, effective May 2026, from one annual lump sum payment to quarterly pro rata payments, consistent with continuing service on the Board during the year.

In 2025, our non-employee directors received compensation for serving on the Board and attending Board and committee meetings in the amounts described below. Employee members of the Board receive no additional compensation for participation on the Board. We reimbursed various directors for amounts expended for traveling to our meetings and to educational seminars. We determined these amounts were consistent with our guidelines and thus are not included in the 2025 Director Compensation table.



Directors’ Fees

Annual Cash Retainer	$	70,000

Annual Restricted Stock Unit Award⁽¹⁾		50,000



Board and Committee Chairperson Retainer Fees

Lead Independent Director	$	50,000	⁽²⁾

Audit Chairperson		20,000

Compensation and Benefits Chairperson		12,500

Credit Risk Chairperson		12,500

Nominating and Corporate Governance Chairperson		12,500

Risk Committee Chairperson		12,500

(1)

The S&T Board approved annual restricted stock unit awards effective May 13, 2025 and valued at $50,000 for its directors. Based on a closing share price that day of $38.76, 1,290 restricted stock units were granted to each director, 100% of which vest on May 12, 2026. Ms. Doliveira was awarded a prorated restricted stock unit award on October 29, 2025 valued at $29,191 or 812 units with a closing price of $35.95.

(2)	Mr. Grube was appointed as Lead Independent Director by the Board on September 24, 2025 and, therefore, received a prorated cash retainer fee of $33,333 for his service as Lead Independent Director from his appointment through May 12, 2026.

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Director Compensation

The following table provides information concerning compensation paid by S&T to its non-employee directors during 2025.

Director Compensation Table for Fiscal Year 2025



Name	Fees Earned or Paid in Cash ($) ⁽¹⁾		Stock Awards ($) ⁽²⁾⁽³⁾	Total ($)

Lewis W. Adkins, Jr.		70,000	50,000	120,000

Peter R. Barsz		90,000	50,000	140,000

Christina A. Cassotis		82,500	50,000	132,500

Stephanie N. Doliveira⁽⁴⁾		40,833	29,167	70,000

Michael J. Donnelly		82,500	50,000	132,500

Jeffrey D. Grube		115,833	50,000	165,833

Peter G. Gurt		70,000	50,000	120,000

William J. Hieb		82,500	50,000	132,500

Frank J. Palermo, Jr.⁽⁵⁾		—	—	—

Bhaskar Ramachandran		70,000	50,000	120,000

Christine J. Toretti⁽⁶⁾		160,000	—	160,000

(1)	The annual cash retainer was paid in May 2025 for service on the Board from May 13, 2025 through May 12, 2026. The amounts in this column are inclusive of fees voluntarily deferred by the following directors under our Nonqualified Deferred Compensation Plan, as follows: Peter G. Gurt ($70,000).

(2)

The Board awarded 1,290 restricted stock units to each non-employee director on the Board on May 13, 2025, with such shares vesting in full on May 12, 2026. The fair market value of the units granted on May 13, 2025 was $38.76 per share calculated based on the closing value as of May 13, 2025. The values for unit awards in this column represent the grant date fair value of the restricted stock units granted in 2025, computed in accordance with FASB ASC Topic 718. Information about the assumptions used to value these awards can be found in Note 21 “Incentive and Restricted Stock Plan and Dividend Reinvestment Plan” in our Annual Report on Form 10-K for the year ended December 31, 2025. This column includes the value of these stock unit awards, all of which were issued under the 2021 Incentive Plan.

(3)

As of December 31, 2025, each director had unvested awards of 1,290 restricted units except for Ms. Doliveira, whose award was prorated based on her appointment in October 2025, Mr. Palermo who did not stand for reelection at the annual meeting in 2025, and Ms. Toretti, who resigned effective September 28, 2025.

(4)

Ms. Doliveira joined the Board in October 2025 and, therefore, received a prorated cash retainer of $40,833 and a prorated restricted stock unit award of $29,167, or 812 restricted stock units at a closing value of $35.95, for her service on the Board from October 29, 2025 through May 12, 2026. The number of shares awarded was based on the closing price of S&T stock on October 29, 2025.

(5)	Mr. Palermo did not stand for reelection at the annual meeting in 2025. He received no fees or awards in 2025.

(6)

Ms. Toretti resigned from the Board effective September 28, 2025 in connection with her appointment and confirmation as the United States Ambassador to Sweden. Ms. Toretti received her annual cash retainer in May 2025 prior to her resignation, but her annual stock award was forfeited pursuant to the terms of S&T Bancorp, Inc.’s 2021 Incentive Plan.

Directors’ Stock Ownership

The Board had previously adopted stock ownership guidelines for the directors of S&T, which required each director to own at least $100,000 in market value of Common Stock within one year of being elected to the Board in order to be nominated for reelection as a continuing director candidate for a second or third term of service. To be nominated for reelection as a continuing member of the Board for a fourth, or more, term of service, such continuing director candidate must own at least $250,000 in market value of the Common Stock. Each of our directors satisfied the stock ownership guidelines as of January 28, 2026, the date of nomination.

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Director Compensation

Effective immediately following the nomination of directors for the May 2026 – May 2027 term during its January 28, 2026 meeting, the Board approved revised stock ownership guidelines to better align with industry practice. The Board reviewed information from Aon, the independent compensation consultant, when making its decision to revise the stock ownership guidelines. Under the revised guidelines, a director must own four times the annual cash retainer by the later of five years from January 28, 2026, the date the Board adopted the revised guidelines, or five years from the date of the director’s initial appointment to the Board.

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PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026

The Audit Committee of the S&T Board appointed the firm of Ernst & Young LLP (Ernst & Young) as its independent registered public accounting firm (“Independent Accountants”), to audit and report on S&T’s financial statements for the fiscal year ending December 31, 2026. The S&T Board now recommends that S&T’s shareholders ratify this appointment.

We are not required to have the shareholders ratify the selection of Ernst & Young as our independent registered public accounting firm. We are doing so because we believe it is a matter of good corporate practice. If the shareholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain Ernst & Young but may nevertheless decide to continue to retain such independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such change would be in the best interests of S&T and its shareholders.

Ernst & Young has no direct or indirect financial interest in S&T or in any of its subsidiaries, nor has it had any connection with S&T or any of its subsidiaries in the capacity of promoter, underwriter, voting trustee, director, officer, or employee. Representatives of Ernst & Young are expected to be present at the virtual Annual Meeting and will be afforded an opportunity to make a statement if they desire to do so. It is also expected they will be available to respond to appropriate questions.

Fees Paid to Independent Registered Public Accounting Firm

The financial statements of S&T are audited annually by an independent registered public accounting firm. For the fiscal years ended December 31, 2025 and December 31, 2024, the audit was performed by Ernst & Young. Fees for professional services provided by Ernst & Young in each of the last two fiscal years are summarized below:



	2025		2024

Audit Fees	$	1,313,737	$	1,304,512

Audit-Related Fees		31,973		31,973

Tax Fees		195,660		223,007

All Other Fees		—		—

Total	$	1,541,370	$	1,559,492

“Audit Fees” for 2025 and 2024 include fees for audit services associated with the annual audit, the reviews of S&T’s quarterly reports on Form 10-Q, and other documents filed with the SEC, accounting consultations, comfort letters, and consents.

“Audit-Related Fees” for 2025 and 2024 include fees billed for U.S. Department of Housing and Urban Development compliance procedures.

“Tax Fees” include fees for tax compliance work for the Wealth Management division for client fiduciary tax returns performed in 2025 and 2024.

There were no “All Other Fees” for 2025 and 2024.

Pre-Approval Policies and Procedures

The Audit Committee is responsible for the approval of all services performed by S&T’s independent registered accounting firm. All services provided by Ernst & Young in 2025 were pre-approved by the Audit Committee. The Audit Committee is required to pre-approve all audit and non-audit services performed by the Independent

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Proposal 2: Ratification of the Selection of Independent Registered

Public Accounting Firm For Fiscal Year 2026

Accountants to assure that the provision of such services does not impair the Independent Accountant’s independence. In addition, any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee. The Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated will report any pre-approval decisions to the Audit Committee at its next scheduled meeting for ratification. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the Independent Accountants to management.

Board Recommendation

THE S&T BOARD RECOMMENDS A VOTE “FOR” RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS S&T’s INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026.

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PROPOSAL 3: ADVISORY VOTE TO APPROVE COMPENSATION

OF S&T’S NAMED EXECUTIVE OFFICERS

S&T believes that our overall executive compensation program, as described in the “Compensation Discussion and Analysis” section elsewhere in this Proxy Statement, is designed to pay for performance and directly aligns the interest of our executive officers with the long-term interests of our shareholders.

As required by Section 14A of the Exchange Act, S&T is providing its shareholders a vote to approve, on a non-binding advisory basis, the compensation of our NEOs as disclosed in this Proxy Statement in accordance with the SEC’s rules. This vote is not intended to address any specific item of compensation or the compensation of any particular officer, but rather the overall compensation of our NEOs and our compensation philosophy, policies, and practices. Pursuant to Section 14A of the Exchange Act, the Board recommended, and the shareholders subsequently approved on an advisory basis at the 2025 annual meeting of shareholders, that this advisory proposal on executive compensation be submitted to shareholders annually. Accordingly, S&T intends to continue holding an advisory vote on compensation of NEOs every year. S&T’s shareholders will again be asked to approve the frequency of the advisory vote on executive compensation at S&T’s 2030 annual meeting.

Accordingly, S&T is presenting the following advisory proposal, commonly known as the “say-on-pay proposal,” for shareholder approval:

“Resolved, that the shareholders hereby approve, on a non-binding basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, which disclosure includes the compensation discussion and analysis, the compensation tables and all related material.”

Because your vote is advisory, it will not be binding upon the Board. In the event this proposal is not approved by our shareholders, it will not be construed as overruling a decision by the Board or the Compensation Committee, nor create or imply any additional fiduciary duty by the Board or our Compensation Committee, nor will it be construed to restrict or limit the ability of our shareholders to make proposals for inclusion in proxy materials related to executive compensation. Notwithstanding the foregoing, the Board and the Compensation Committee will consider the non-binding vote of our shareholders on this proposal when reviewing compensation policies and practices in the future.

Board Recommendation

THE S&T BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF S&T’s NAMED EXECUTIVE OFFICERS.

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EXECUTIVE OFFICERS OF THE REGISTRANT

Each executive officer of S&T holds office for the current year for which he or she was elected or appointed by the Board unless he or she resigns, becomes disqualified or is removed at the discretion of the S&T Board. The current executive officers of S&T and S&T Bank are:


Named Executive Officer	Age		Principal Occupation During Past 5 Years	Officer of Corporation Since

Christopher J. McComish		61	Chief Executive Officer, since August 2021. Chairperson of the Board since September 2025. Prior to joining S&T, Executive Vice President, Consumer Banking at TCF Bank from July 2018 to July 2021. President and CEO and Board Member at Scottrade Bank from September 2015 to December 2017. Executive Vice President and COO of Personal & Commercial Banking at BMO Harris Bank from December 2008 to September 2015. Executive Vice President and Community Banking Executive Director at Wachovia Bank/First Union Bank from 1987 to 2008.	2021

Mark Kochvar		65	Senior Executive Vice President and Chief Financial Officer, since February 2010.	2008

David G. Antolik		59	President since August 2021. President and Interim CEO from April 2021 to August 2021. President from October 2020 to April 2021. President and Chief Lending Officer from January 2019 to December 2019. Chief Lending Officer from January 2008 to January 2019.	2004

Stephen A. Drahnak		55	Executive Vice President and Chief Commercial Banking Officer since January 2022. Executive Vice President and Market President from December 2018 to January 2022. Executive Vice President and Commercial Banking Group Manager from December 2011 to December 2018.	2022

Melanie A. Lazzari		46	Executive Vice President and Chief Accounting Officer since May 2025. Executive Vice President and Controller from January 2017 to May 2025. Previously served as Senior Vice President and Controller, from February 2010 to January 2017.	2015

James A. Michie		49	Executive Vice President and Chief Credit Officer since May 2022. Prior to joining S&T, Senior Vice President and Senior Credit Officer from September 2016 to May 2022 at First Horizon Bank.	2022

Susan A. Nicholson		53	Executive Vice President and Chief Human Resource Officer since October 2021. Previously served as Executive Vice President and Employee Services Manager from April 2020 to October 2021. Senior Vice President and Employee Services Manager from January 2016 to April 2020.	2022

Rachel L. Smydo		47	Executive Vice President and General Counsel and Secretary since August 2022. Prior to joining S&T, Deputy General Counsel from May 2020 to August 2022 and Assistant General Counsel from July 2017 to April 2020 at the Federal Home Loan Bank of Pittsburgh; and Senior Counsel at The PNC Financial Services Group, Inc. from October 2013 to July 2017.	2022

LaDawn D. Yesho		51	Executive Vice President and Chief Risk Officer since July 2021. Executive Vice President and Interim Chief Risk officer from June 2021 to July 2021. Executive Vice President and Chief Audit Executive & Assistant Secretary from December 2017 to June 2021. Executive Vice President and Chief Audit Executive from December 2012 to December 2017. Senior Vice President and Chief Audit Executive from May 2009 to December 2012.	2021

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COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

We provide the following overview of S&T’s executive compensation principles, specific executive compensation programs, and pay decisions that were made by the Compensation Committee in 2025. In addition, we describe the process by which we arrive at specific compensation policies and decisions involving program design and pay for S&T’s NEOs, who are listed below.



Name		Title

Christopher J. McComish		Chief Executive Officer

SEC Form DEF 14A filed by S&T Bancorp Inc.