S&T BANCORP INC
For the period ended May 12, 2026. Filed May 15, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
May 12, 2026 · Filed May 15, 2026
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $2.50 par value | STBA | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective May 12, 2026, the Board of Directors (the "Board") of S&T Bancorp, Inc. (“S&T”) amended and restated S&T’s Bylaws (as so amended and restated, the “Bylaws”), to remove provisions applicable to "Grandfathered Directors" and the "Credit Risk Committee" from Article II, Section 203 and Article III, Sections 301, 306 and 308, respectively.
Article II, Section 203 of the Bylaws regarding director eligibility and mandatory retirement was amended to remove certain provisions applicable to "Grandfathered Directors," who were directors that served on the Board and attained the age of sixty-five prior to the 2014 Annual Meeting, making them eligible for continued service on the Board until age seventy-five. Due to the passage of time, such provisions are no longer applicable to any current or future member of the Board.
Article III, Sections 301, 306 and 308 of the Bylaws were amended to remove certain references and provisions applicable to the Credit Risk Committee, consistent with the Board's dissolution of that committee as previously disclosed.
Clean and marked copies of S&T’s Bylaws are filed herewith as Exhibits 3.1 and Exhibit 3.2. The foregoing description of the Bylaws does not purport to be complete and should be read in conjunction with the full text of S&T’s Bylaws filed herewith and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
| 3.1 | Bylaws of S&T Bancorp, Inc., as amended and restated through May 12, 2026 (Clean Version) |
| 3.2 | Bylaws of S&T Bancorp, Inc., as amended and restated through May 12, 2026 (Marked Version) |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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