STBA 10-K & 10-Q changes, risk factors and insider trading

Our ability to assess the credit-worthiness of our customers may diminish,diminish which may adversely affect our results of operations.

Decreases in collateral values,values underlying our loans, particularly with respect to our commercial real estate, or CRE, and commercial and industrial, or C&I, could adversely affect our customers’ ability to repay these loans,loans which in turn could impact our profitability. Repayment of our commercial loans is often dependent on the cash flow of the borrower,borrower which may become unpredictable. If the value of the assets, such as real estate or business assets, serving as collateral for the loan portfolio were to decline materially, a significant part of the loan portfolio could become under-collateralized. If the loans that are secured by real estate become troubled when real estate market conditions are declining or have declined, in the event of foreclosure, we may not be able to realize the amount of collateral that was anticipated at the time of originating the loan. The underlying business assets that serve as collateral for C&I loans may be specific and unique to the borrowers industry; therefore, when the borrower encounters financial difficulties, the business assets may not have sufficient value. This could result in higher charge-offs which could have a material adverse effect on our operating results and financial condition.

Changes into theour overallprovision for credit qualitylosses ofor ACL could significantly impact our portfoliooperating canresults haveand afinancial significant impact on our earnings.condition.

Like other lenders, we face the risk that our customers will not repay their loans. We reserve for losses in our loan portfolio based on our assessment of expected credit losses. Management determines the amount of allowance for credit losses, or ACL, through undergoing a periodic review of the loan portfolio, where it considers historical losses, forward-looking information including management's assessment of the macroeconomic conditions, including the national unemployment forecast produced by the Federal Reserve combined withand qualitative factors around current conditions including changes in lending policies and practices, economic conditions, changes in the loan portfolio, changes in lending management, results of internal loan reviews, asset quality trends, collateral values, concentrations of credit risk and other external factors. This process, which is critical to our financial results and condition, requires complex judgment including our assessment of economic conditions,conditions which are difficult to predict. The amount of future losses is difficult to predict because it is susceptible to changes in economic, operating and other conditions, including changes in interest rates,rates which may be beyond our control. Although we have policies and procedures in place to determine future losses, due to the subjective nature of this area, there can be no assurance that our management has accurately assessed the level of allowancesallowance reflected in our consolidated financial statements. We may underestimate our expected credit losses and fail to hold an ACL sufficient to account for these losses.losses or we may overestimate expected credit losses and maintain an ACL in excess of what is required. Incorrect assumptions could lead to material underestimates or overestimates of expected losses and an inadequate or excessive ACL. As our assessment of expected losses changes, we may need to increase or decrease our ACL,ACL which could significantly impact our financialoperating results and profitability.financial condition.

The majority of our loans are to commercial borrowers including commercial and industrial, or C&I, CRECommercial Real Estate, or CRE, and construction loans. The commercial loan portfolio typically involves a higher degree of credit risk than other types of loans. For the C&I segment this is due to the customer’s repayment ability being based upon the success of its business operations, the susceptibility of the customer’s business to changing economic conditions, the dependence of our customer on maintaining sufficient cash flow to make payments on the loan and our reliance on the underlying collateral,collateral which is usually only the business assets that may not have sufficient value when the borrower encounters financial difficulties. For the CRE segment higher risk is due to higher loan principal amounts, where the repayment of these loans is generally dependent, in large part, on sufficient income from the properties securing the loans to cover operating expenses and debt service. Because payments on loans secured by CRE often depend upon the successful operation and management of the properties, repayment of these loans may be affected by factors outside the borrower’s control, including adverse conditions in the real estate market or the economy. Additionally, we have a number of significant credit exposures to commercial borrowers, and while the majority of these borrowers have numerous projects that make up the total aggregate exposure, if one or more of these borrowers default or have financial difficulties, we could experience higher credit losses,losses which could adversely impact our financial condition and results of operations. Further, an individual commercial loan balance is typically larger than other loans in our portfolio, creating the potential for larger credit losses on an individual loan. The deterioration of one or a few of these loans could have a material adverse effect on our financial condition and results of operations.

Various aspects of our business could be impacted by general macroeconomic conditions including, among others, inflation, interest rates, rising or elevated unemployment, declines in GDP, consumer spending, property values, supply chain complications and economic uncertainty. These conditions generally have a negative impact on businesses, financial markets and consumers,consumers which may impact the underlying credit quality of our customers. The following could increase the risk of our customers defaulting or becoming delinquent in their obligations to us,us which could increase credit losses and adversely affect our credit portfolios and provision for credit losses: (i) increased cost of borrowings, (ii) additional borrowings and increased leverage, (iii) drawdown from savings due to business disruption, (iv) financial difficulties, or (v) business losses, particularly for borrowers in our C&I or CRE portfolio. Furthermore, the United States has recently enacted significant new tariffs and may enact additional tariffs. Additionally,There federalcontinues agenciesto havebe beensignificant instructeduncertainty and concern about the future relationship between the U.S. and other countries, including with respect to trade policies, treaties, government regulations, sanctions, tariffs, and application thereof, since the imposition of tariffs that began in April 2025. We are continuing to evaluate keythe aspectsimpact of U.S.tariffs and trade policypolicies on our business and issueour reportscustomers; tohowever, we cannot provide any assurance about the presidentultimate nooutcome lateror thanimpact Aprilof 30,these 2025.measures. ChangesAdditional changes to United States tariffs and/or other trade policiespolicies, retaliatory measures and the effect of cost increases and continued uncertainty may have a negative effect on the underlying credit quality of our customers, and increase the risk of our customers defaulting or becoming delinquent in their obligations to us. If the macroeconomic environment worsens, our credit portfolio and ACL could be adversely impacted. These unfavorable economic conditions could also impact the demand for loans and other products and services offered by us, the level of customer deposits, the value of our investment securities, loans held for sale or other assets secured by residential or commercial real estate,estate or the level of net interest income or net interest margin. Any of these developments could adversely impact our business, financial condition, results of operations or cash flows. Additionally, changes to the size, structure, and operation of the federal government, including the workforce reduction, elimination or curtailment of federal agencies, delivery of government services and distribution of federal program funds and benefits may cause economic disruption that could adversely impact our customers and our business, results of operations and financial condition.

We may not accurately predict the nature and timing of the policies of the Federal Reserve and other governmental agencies and their impact on interest rates and financial markets,markets which could negatively impact our financial condition and results of operations.

The monetary policies of the Federal Reserve have a significant impact on interest rates, the value of financial instruments and other assets and liabilities, and overall financial market performance. These policies have a significant impact on the activities and results of operations of banks and bank holding companies such as S&T. An important function of the Federal Reserve is to monitor the national supply of bank credit and set certain interest rates. The actions of the Federal Reserve influence the rates of interest that we charge on loans and that we pay on borrowings and interest-bearing deposits. In addition, monetary policy actions by governmental authorities in the European Union or other countries could have an impact on global interest rates,rates which could affect rates in the U.S. We may not accurately predict the nature or timing of future changes in monetary policies and interest rates or the precise effects that they may have on our activities and financial results,results which could negatively impact our financial condition and results of operations.

Financial challenges at other banking institutions and further; adverse developments affecting the financial services industry,industry; andconcerns regarding the soundness of financial institutions,institutions; and further disruption to the economy and the U.S. banking system may adversely affect our business, results of operations, liquidity and stock price.price

Several bank receiverships in 2023 caused a state of volatility in the financial services industry and uncertainty with respect to liquidity and the health of the U.S. banking system. Although we were not directly affected by these bank receiverships, this news caused fear among depositors,depositors which caused them to withdraw or attempt to withdraw their funds from these and other financial institutions. Uncertainty may be compounded by the reach and depth of media attention, including social media, and its ability to disseminate concerns or rumors about any events of these kinds or other similar risks, and have in the past and may in the future lead to market-wide liquidity problems. Additionally, the stock prices of many financial institutions dropped and became volatile. While the FDIC resolution of these banks was done in a manner that protected depositors, there remains concern over the U.S. banking system as a result of continued economic volatility. Furthermore, financial services institutions are interrelated as a result of trading, clearing, counterparty,counterparty or other relationships,relationships which may expose us to credit risk and losses in the event of a default by a counterparty or client. As a result of these events, we face the potential for reputationalbrand risk, deposit outflows and increased credit riskrisk, which,which individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations and liquidity.

Geopolitical tensions and conflicts between nations hashave created significant economic and financial disruptions and uncertainties,uncertainties which could adversely affect our business, financial condition and results of operations.

The continuing conflict resulting from Russia’s military attack on Ukraine in February 2022 and other armed conflicts such as that involving Hamas and Israel beginning in October 2023 may cause detrimental effects on the global economy. This conflict, as well as further escalation of tensions between Israel and various countries in the Middle East andEast, North Africa and rising tensions between United States and Venezuela, may cause additional detrimental effects on the global economy, including financial and capital markets,markets which could adversely impact our earnings.results of operations.

Although the extent and duration of these military conflicts and any future escalation of such hostilities, market disruptions and volatility,volatility and the result of any diplomatic negotiations remains uncertain, these consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our common stock to be adversely affected.

Failure to keep pace with technological changes and successfully implement current or future information technology system enhancements could have a material adverse effect on our results of operations and financial condition.

The financial services industry is constantly undergoing rapid technological change with frequent introductions of new technology-driven products and services.services, including the use of artificial intelligence and digital assets. The effective use of technology increases efficiency and enables financial institutions to better service customers and reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy their demands, as well as create additional efficienciesefficiency within our operations. ManyWe of our large competitors have substantially greater resourcescontinue to invest in technologicalinformation improvements.technology systems in order to provide functionality to improve our operating efficiency and to streamline our client experience. We may not be able to effectively implement new technology-driven productsproducts, enhancements and services quickly or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological change affecting the financial services industry, including but not limited to changes affecting our information systems resulting in incidents, attacks or breaches in cybersecurity,cybersecurity; or utilize system enhancements that are implemented in the future, could have a material adverse impact on our business, financial condition and results of operations. As such, we cannot guarantee anticipated long-term benefits from these system enhancements and operational initiatives.

A cyber attack, information or security breach, or a failure of ours or of a third-party's infrastructure, computer and data management systems could adversely affect our ability to conduct our business or manage our exposure to risk, result in the disclosure or misuse of confidential or proprietary information, increase our costs to maintain and update our operational and security systems and infrastructure, and adversely impact our results of operations, liquidity and financial condition, as well as cause reputationaldiminished harm.customer, employee or investor confidence.

Our business is highly dependent on the security and efficacy of our infrastructure, computer and data management systems, as well as those of third parties with whom we interact. Cybersecurity risks for financial institutions have significantly increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties, including foreign state actors. Our operations rely on the secure processing, transmission, storage and retrieval of confidential, proprietary and other information in our computer and data management systems and networks, and in the computer and data management systems and networks of third parties. We rely on digital technologies, computer, database and email systems, software,software and networks to conduct our operations. In addition, to access our network and products and services, our customers and third parties may use personal mobile devices or computing devices that are outside of our network environment. We have taken measures to implement backup systems and other safeguards to support our operations, but our ability to conduct business may be adversely affected by any significant disruptions to us or to third parties with whom we interact. We further issue debit cards which are susceptible to compromise at the point of sale via the physical terminal through which transactions are processed and by other means of hacking. The security and integrity of these transactions are dependent upon the retailers’ vigilance and willingness to invest in technology and upgrades. Issuing debit cards to our clients exposes us to potential losses, which,which in the event of a data breach at one or more major retailersretailers, may adversely affect our business, financial condition,condition and results of operations.

Financial services institutions, and third parties whom they conduct business with, have been subject to, and are likely to continue to be the target of, cyber attacks, including computer viruses, malicious or destructive code, phishing attacks, denial of serviceservice, adversarial artificial intelligence or other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information of the institution, its employees or customers or of third parties, or otherwise materially disrupt network access or business operations. For example, denial of service attacks have been launched against a number of large financial institutions and several large retailers have disclosed substantial cybersecurity breaches affecting debit accounts of their customers. We have experienced cybersecurity incidents in the past, such as vendor malware attacks, phishing and other social engineering schemes designed to gain access to confidential information from our employees, customers or vendors and, although not material, we anticipate that we could experience further incidents of that nature as well as other types of attempts or incidents. Specifically, the rapid evolution of artificial intelligence, generative artificial intelligence and quantum computing has enabled malicious actors to develop more advanced social engineering attacks. Furthermore, the potential development of quantum computing capabilities poses future risks to existing cryptographic standards which could jeopardize the integrity of our secure data transmissions. There can be no assurance that we will not suffer material losses or other material consequences relating to technology failure, cyber incidents or other information or security breaches.

In addition to external threats, insider threats also present a risk to us. Insiders, having legitimate access to our systems and the information contained in them, have the opportunity to make inappropriate use of the systems and information, or as a result of human error, misconduct or malfeasance, expose us to risk. We have policies, procedures,procedures and controls in place designed to prevent or limit this risk, but we cannot guarantee that these policies, procedures and controls fully mitigate this risk. Additionally, a number of our employees have shifted to working from remote locations, which we expect to remain high for the foreseeable future, increasing the number of surfaces that require protection and the overall risks and exposures to cyber threats.

We have taken and continue to take measures to design, implement and reassess our controls, backup systems and other safeguards to support our operations, but no matter how well designed or implemented, we may not be able to anticipate and prevent all potential types of security incidents and breaches, and we may not be able to implement effective preventive measures against such security breaches in a timely manner. As cyber threats continue to evolve, we may also be required to expend significant additional resources to continue to modify or enhance our systems or to investigate and remediate vulnerabilities. System enhancements and updates have further potential to create risks associated with implementing and integrating new systems. Due to the complexity and interconnectedness of information technology systems, the process of enhancing our systems can itself create a risk of systems disruptions and security issues. Any of these matters could result in failure, circumvention of our security systems,systems or significant disruptions to us or third parties with whom we interact, misappropriation or destruction of our confidential information and/or that of our customers, or damage to our customers’ and/or third parties’ computers or systems, loss of our customers and business opportunities, and could result in a violation of applicable privacy laws and other laws, litigation exposure, regulatory fines, penalties or intervention, loss of confidence in our security measures, reputationalnegative damage,public opinion, reimbursement or other compensatory costs,costs and additional compliance costs. In addition, any of the matters described above could have a material adverse impact on our results of business operations and financial condition.

Any of the foregoing risks may cause us to experience a cybersecurity incident, attack or breach. A successful security breach of our information or security systems or those of third parties whom we interact with could incur substantial costs or other negative consequences which cause us to suffer material losses. Examples of such material losses include, but are not limited to: (1) remediation costs, such as liability for stolen assets or information, repairs of system damage,damage and incentives to customers in an effort to maintain relationships after an attack; (2) violations of applicable privacy and other laws; (3) loss of confidence in its security measures; (4) increased cybersecurity protection costs, such as organizational changes, deploying additional personnel and protection technologies, training employees,employees and engaging third party experts and consultants; (5) significant litigation exposure; (6) harmnegative topublic our reputationopinion; (7) financial loss; and (8) damage to our competitiveness, stock price,price and long-term shareholder values. There can be no assurance we will not suffer material losses or other material consequences relating to technology failure, cyber incidents or other information or security breaches experienced by us or the third parties whom we interact.interact with.

While we maintain a cyber insurance policy that is designed to cover a majority of loss resulting from cybersecurity breaches, there is no assurance such coverage or other protective measures we employ will be adequate to address all potential material adverse impacts as cybersecurity incidents increase in frequency and magnitude. Any breach of our system security could result in disruption of our operations, unauthorized access to confidential customer information, significant regulatory costs, litigation exposure and other possible damages, loss or liability. Such costs or losses could exceed the amount of available insurance coverage, if any, and would adversely affect our earnings.results of operations.

For more information on how the CompanyS&T manages cybersecurity risk, please refer to the discussion provided below under “Part I, Item 1C. Cybersecurity.”

Fraudulent activity associated with our products and services could adversely affect our results of operations, financial condition and stock price, negatively impact our brand and reputation and result in regulatory intervention or sanctions.

As a financial institution we are exposed to operational risk in the form of fraudulent activity that may be committed by customers, other third parties,parties or employees, targeting us and our customers. The risk of fraud continues to increase for the financial services industry. Fraudulent activity has escalated, become more sophisticated, and continues to evolve, as there are more options to access financial services. The sophistication of generative artificial intelligence enables the automation and refinement of fraudulent schemes, including the creation of deceptive financial records, synthetic media and highly persuasive social engineering attacks. While we believe we have operational risk controls in place to prevent or detect fraud or to mitigate the impact of any fraud, we cannot provide assurance that we can prevent or detect fraud or that we will not experience future fraud losses or incur costs or other damage related to such fraud, at levels that adversely affect our results of operation,operations, financial condition or stock price. Furthermore, fraudulent activity could negatively impact our brand and reputation, which could also adversely affect our results of operation,operations, financial condition or stock price. Fraudulent activity could also lead to regulatory intervention or regulatory sanctions.

We are dependent for the majority of our technology, including our core operating system, on certain critical third-party providers. If these companies were to discontinue providing services to us, we may experience significant disruption to our business. In addition, each of these third parties faces the risk of cyber attack, information breach or loss,loss or technology failure. If any of our critical third-party service providers experience such difficulties, or if there is any other disruption in our relationships with them, we may be required to find alternative sources of such services. We are dependent on these critical third-party providers securing their information systems, over which we have limited control, and a breach of their information systems could adversely affect our ability to process transactions, service our clients or manage our exposure to risk and could result in the disclosure of sensitive, personal customer information,information which could have a material adverse impact on our business through damage to our reputation,brand, loss of business, remedial costs, additional regulatory scrutiny or exposure to civil litigation and possible financial liability. We also depend on third-party vendors and service providers for core systems and specialized tools that may incorporate artificial intelligence functionality. Our ability to manage artificial intelligence related risk is therefore partially dependent on the controls, governance and resilience of those third parties. If a vendor's artificial intelligence system fails, is inadequately governed, is subject to regulatory action or experiences a cyber incident or service disruption, we may be unable to continue certain operations, may incur remediation costs or may face contractual or regulatory consequences. Assurance cannot be provided that we could negotiate terms with alternative service sources that are as favorable or could obtain services with similar functionality as found in existing systems without the need to expend substantial resources, if at all, thereby resulting in a material adverse impact on our business and results of operations.

Failure to continue to attract, develop,develop and maintain a highly skilled workforce may have an adverse effect on our business.

Our business requires that we attract, develop,develop and maintain a highly skilled workforce. Competition for qualified employees and personnel in the banking industry is strong, and there are a limited number of qualified persons with knowledge of, and experience in, the banking industry where we conduct our business. Our ability to attract and retain skilled personnel cost effectively is subject to a variety of external factors, including the limited availability of qualified personnel in the workforce in the local markets in which we operate, unemployment levels within those markets, prevailing wage rates,rates which have increased significantly, health and other insurance costs,costs and changes in employment and labor laws. Furthermore, the complexities introduced into the labor market as a result of the transition to increased work-from-home arrangements have impacted the competitive landscape in our labor market. Based on current conditions in the labor market, we have experienced some difficulty in retaining and attracting personnel and there is no assurance that we will be able to continue to successfully do so.

Our failure to find suitable acquisition candidates, or successfully bid against other competitors for acquisitions, could adversely affect our ability to fully implement our business strategy. If we are successful in acquiring other entities, the process of integrating such entities will divert significant management time and resources. We may not be able to integrate efficiently or operate profitably any entity we may acquire. We may experience disruption and incur unexpected expenses in integrating acquisitions. These failures could adversely impact our future prospects and results of operation.operations.

Our net interest income could be negatively affected by interest rate changes which may adversely affect our financial condition.condition and results of operations.

Our results of operations are largely dependent on net interest income,income which is the difference between the interest and fees earned on interest-earning assets and the interest paid on interest-bearing liabilities. Therefore, any change in general market interest rates, including changes resulting from the FRB’sFederal Reserve Board's policies, can have a significant effect on our net interest income and total income. There may be mismatches between the maturity and repricing of our assets and liabilities that could cause the net interest rate spread to compress, depending on the level and type of changes in the interest rate environment. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and the policies of various governmental agencies. In addition, some of our customers often have the ability to prepay loans or redeem deposits with either no penalties or penalties that are insufficient to compensate us for the lost income. A significant reduction in our net interest income will adversely affect our business and results of operations. If we are unable to manage interest rate risk effectively, our business, financial condition and results of operations could be materially harmed.impacted.

Declines in the value of investment securities held by us could require write-downs,write-downs which wouldmay reduceadversely affect our earnings.financial condition and results of operations.

In order to diversify earnings and enhance liquidity, we own debt instruments of the U.S. government, U.S.governmentU.S. government agencies and U.S. municipalities. We may be required to record impairment charges on our debt securities if they suffer a decline in value due to the underlying credit of the issuer. Additionally, the value of these investments may fluctuate depending on the interest rate environment, general economic conditions and circumstances specific to the issuer. Volatile market conditions may detrimentally affect the value of these securities, such as through reduced valuations due to the perception of heightened credit or liquidity risks. Changes in the value of these instruments may result in a reduction to earnings and/or capital,capital which may adversely affect our results of operations and financial condition.

As discussed above, under "Supervision and Regulation" in Item 1, we are subject to extensive state and federal regulation, supervision and legislation that govern nearly every aspect of our operations. The regulations are primarily intended to protect depositors, customers and the banking system as a whole, not shareholders. These regulations affect our lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. The Dodd-Frank Act, enacted in July 2010, instituted major changes to the banking and financial institutions regulatory regimes. Other changes to statutes, regulations or policies could affect us in substantial and unpredictable ways. Any regulatory changes could subject us to additional costs of regulatory compliance and of doing business, limit the types of financial services and products we may offer and/or increase the ability of non-banks to offer competing financial services and products, among other things, and could divert management’s time from other business activities. Failure to comply with applicable laws, regulations, policies or supervisory guidance could lead to enforcement and other legal actions by federal or state authorities, including criminal or civil penalties, the loss of FDIC insurance, the revocation of a banking charter, other sanctions by regulatory agencies,agencies and/or damage to our reputation.brand. The ramifications and uncertainties of the level of government intervention and regulatory changes in the U.S. financial system could also adversely affect us. The regulations that we are subject to at this time relate to institutions with assets less than $10 billion. Should our assets cross the $10 billion threshold, we will be subject to different and additional regulations. Failure to comply with the different or additional regulations could further adversely affect us.

Our controls and policies and procedures may fail or be circumvented,circumvented which may result in a material adverse effect on our business, financial condition and results of operations.

Management regularly reviews and updates our internal controls, disclosure controls and procedures and operating, risk management and corporate governance policies and procedures. Any system of controls, policies and procedures, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Furthermore, our risk management framework is subject to inherent limitations and risks may exist, or develop in the future, that we have not identified or anticipated. Any failure or circumvention of internal controls, disclosure controls and procedures, or operating, risk management and corporate governance policies and procedures, whether as a result of human error, misconduct or malfeasance, or failure to comply with regulations related to controls and policies and procedures could have a material adverse effect on our business, results of operations and financial condition.

Furthermore, we may in the future discover areas of our internal controls, disclosure controls and procedures, or operating, risk management and corporate governance policies and procedures that need improvement. Failure to maintain effective controls or to timely implement any necessary improvement of our internal and disclosure controls, or operating, risk management and corporate governance policies and procedures, could, among other things, result in losses from errors, harm our reputation,brand, or cause investors to lose confidence in our reported financial information, all of which could have a material adverse effect on our results of operations and financial condition.

Negative public opinion could damage our reputationbrand and adversely impact our earningsresults of operations and liquidity.

ReputationalBrand impacts to strategic risk, orincluding the risk to our business, earnings, liquidity and capital from negative public opinion, is inherent in our operations. Negative public opinion could result from our actual or alleged conduct in a variety of areas, including legal and regulatory compliance, lending practices, corporate governance, cybersecurity incident or breach, failures by third parties whom we interact with, litigation, ethical issues or inadequate protection of customer information. Financial companies are highly vulnerable to reputationalbrand damage when they are found to have harmed customers, particularly retail customers, through conduct that is illegal or viewed as unfair, deceptive, manipulative or otherwise wrongful. We are dependent on third-party providers for a number of services that are important to our business. Refer to the risk factor titled, “We rely on certain critical third-party providers for a number of services that are important to our business. An interruption or cessation of an important service by any third-party provider could have a material adverse effect on our business.” for additional information. A failure by any of these third-party service providers could cause a disruption in our operations,operations which could result in negative public opinion about us or damage to our reputation.brand. We expend significant resources to comply with regulatory requirements, and the failure to comply with such regulations could result in reputationalbrand harm or significant legal or remedial costs. Damage to our reputationbrand could adversely affect our ability to retain and attract new customers and employees, expose us to litigation and regulatory action and adversely impact our earningsresults of operations and liquidity.

Our business could be negatively impacted by complex, evolving, and conflicting environmental, social and governance, or ESG, matters,regulations and expectations, including climate change and related legislative and regulatory initiatives.

Furthermore,Although federal bank regulators have rescinded some prior ESG guidance and policies, new governmentguidance regulationsand withpolicies respectmay tobe other ESG matters could also resultimplemented in new or more stringent forms of ESG oversight and expanded mandatory and voluntary reporting, diligence, disclosure and ESG-related compliance costs. In addition, we could be criticized for the scope of such initiatives or perceived as not acting responsibly in connection with these matters.future. Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards with respect to ESG matters or failure to successfully manage varied stakeholder expectations could have a material adverse impact on our future results of operations, financial position,condition, cash flows, ability to do business with certain third parties and our stock price.

We are dependent for our funding on a stable base of core deposits. Our ability to maintain a stable core deposit base is a function of our financial performance, our reputationbrand and the security provided by FDIC insurance, which combined, gives customers confidence in us. If any of these considerations deteriorates, the stability of our core deposits could be harmed. Customers are also focused on the amount of deposit account balances that we hold in excess of FDIC insurance limits. As a result, they may decide to withdraw deposits in excess of these limits. In addition, deposit levels may be affected by factors such as general interest rate levels, rates paid by competitors, returns available to customers on alternative investments and general economic conditions. Accordingly, we may be required from time to time to rely on other sources of liquidity to meet withdrawal demands or otherwise fund operations. Additional funding sources accessible to S&T include borrowing availability through the Federal Reserve Borrower-in-Custody Program, the FHLB, federal funds lines with other financial institutions and brokered deposits.

Our ability to meet contingency funding needs, in the event of a crisis that causes a disruption to our core deposit base, is dependent on access to wholesale markets, including funds provided by the FHLB of Pittsburgh, Federal Reserve Borrower-in-Custody Program, the FHLB of PittsburghProgram and other short-term funding sources, including brokered deposits.

We own stock in the FHLB, in order to qualify for membership in the FHLB system,system which enables us to borrow on our line of credit that is secured by a blanket lien on a significant portion of our loan portfolio. Changes or disruptions to the FHLB or the FHLB system in general may materially impact our ability to meet shortshort- and long-term liquidity needs or meet growth plans. Additionally, we cannot be assured that the FHLB will be able to provide funding to us when needed, nor can we be certain that the FHLB will provide funds specifically to us, should our financial condition and/or our regulators prevent access to our line of credit. We have other funding sources that can be used such as the Federal Reserve Borrower-in-Custody Program and brokered deposits. The inability to access this source of funds could have a materially adverse effect on our ability to meet our customer’s needs. Our financial flexibility could be severely constrained if we were unable to maintain our access to funding or if adequate financing is not available at acceptable interest rates.

Our quarterly and annual operating results have varied significantly in the past and could vary significantly in the future,future which makes it difficult for us to predict our future operating results. Our operating results may fluctuate due to a variety of factors, many of which are outside of our control, including the changing U.S. economic environment and changes in the commercial and residential real estate market, any of which may cause our stock price to fluctuate. If our operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. Additionally, our stock price can fluctuate significantly in response to a variety of factors including, among other things:

•government intervention in the U.S. financial system and the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the FRBFederal Reserve;

We may be a defendant from time to time in a variety of litigation and other actions,actions which could have a material adverse effect on our financial condition and results of operations.

From time to time, customers and others make claims and take legal action pertaining to the performance of our responsibilities. Whether customer claims and legal action related to the performance of our responsibilities are founded or unfounded, if such claims and legal actions are not resolved in a manner favorable to us, they may result in significant expenses, attention from management and financial liability. Any financial liability or reputationalbrand damage could have a material adverse effect on our business,business which,which in turn,turn could have a material adverse effect on our financial condition and results of operations.

This section reviews our financial condition for each of the past two fiscal years and results of operations for each of the past three fiscal years. The Company'sManagement's discussion and analysis focuses on significant factors impacting the financial condition and results of operations for the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024. This discussion and analysis should be read in conjunction with our Consolidated Financial Statements and Supplementary Data and related notes within this Annual Report on Form 10-K. A similar discussion and analysis that compares the year ended December 31, 20232024 to the year ended December 31, 20222023 may be found in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations” on our Form 10-K for the year ended December 31, 2023,2024 filedaccepted withby the Securities and Exchange Commission, or SEC, on February 27,28, 2024.2025. Certain reclassifications have been made to prior periods to placeconform them on a basis comparable withto the current period presentation.

This Annual Report on Form 10-K contains or incorporates statements that we believe are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to our financial condition, results of operations, plans, objectives, outlook for earnings, revenues, expenses, capital and liquidity levels and ratios, asset levels, asset quality, financial position and other matters regarding or affecting S&T and its future business and operations. Forward-looking statements are typically identified by words or phrases such as “will likely result,” “expect,” “anticipate,” “estimate,” “forecast,” “project,” “intend,” “believe,” “assume,” “strategy,” “trend,” “plan,” “outlook,” “outcome,” “continue,” “remain,” “potential,” “opportunity,” “comfortable,” “current,” “position,” “maintain,” “sustain,” “seek,” “achieve” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. The matters discussed in these forward-looking statements are subject to various risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors including, but not limited to: credit losses and the credit risk of our commercial and consumer loan products; changes in the level of charge-offs and changes in estimates of the adequacy of the allowance for credit losses, or ACL; cybersecurity concerns; rapid technological developments and changeschanges, including the use of artificial intelligence and digital assets; operational risks or risk management failures by us or critical third parties, including fraud risk; our ability to manage our reputationalbrand risks; sensitivity to the interest rate environment, a rapid increase in interest rates or a change in the shape of the yield curve; a change in spreads on interest-earning assets and interest-bearing liabilities; regulatory supervision and oversight, including changes in regulatory capital requirements and our ability to address those requirements; unanticipated changes in our liquidity position; unanticipated changes in regulatory and governmental policies impacting interest rates and financial markets; changes in accounting policies, practices or guidance; legislation affecting the financial services industry as a whole, and S&T, in particular; developments affecting the industry and the soundness of financial institutions and further disruption to the economy and U.S. banking system; the outcome of pending and future litigation and governmental proceedings; increasing price and product/service competition; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; managing our internal growth and acquisitions; the possibility that the anticipated benefits from acquisitions cannot be fully realized in a timely manner or at all, or that integrating the acquired operations will be more difficult, disruptive or costly than anticipated; containing costs and expenses; reliance on significant customer relationships; an interruption or cessation of an important service by a third-party provider; our ability to attract and retain talented executives and other employees; general economic or business conditions, including the strength of regional economic conditions in our market area; ESG practices and disclosures, including climate change, hiring practices, the diversity of the work force and racial and social justice issues; deterioration of the housing market and reduced demand for mortgages; deterioration in the overall macroeconomic conditions or the state of the banking industry that could warrant further analysis of the carrying value of goodwill and could result in an adjustment to its carrying value resulting in a non-cash charge to net income; the stability of our core deposit base and access to contingency funding; re-emergence of turbulence in significant portions of the global financial and real estate markets that could impact our performance, both directly, by affecting our revenues and the value of our assets and liabilities, and indirectly, by affecting the economy generally and access to capital in the amounts, at the times and on the terms required to support our future businesses and geopolitical tensions and conflicts between nations.

In addition to traditional financial measures presented in accordance with GAAP, our management uses, and this report contains or references, certain non-GAAP financial measures discussed below. We believe these non-GAAP financial measures provide information useful to investors in understanding our underlying business, operational performance and performance trends as they facilitate comparisons with the performance of other companies in the financial services industry. Although we believe that these non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered alternatives to GAAP or considered to be more important than financial results determined in accordance with GAAP, nor are they necessarily comparable with non-GAAP measures which may be presented by other companies.

The following table reconciles interest and dividend income and net interest income onper interest-earningthe assets,Consolidated Statements of Net Income to interest income, net interest income and net interest margin are presented on an FTE basis (non-GAAP). for the periods presented. The FTE basis (non-GAAP) adjusts for the tax benefit of income on certain tax-exempt loans and securities and the dividend-received deduction for equity securities using the federal statutory tax rate of 21 percent for each period. We believe this to be the preferred industry measurement of net interest income that provides a relevant comparison betweencombining both taxable and non-taxable sources of interest income.

The efficiency ratio is noninterest expense divided by noninterest income plus net interest income,income on an FTE basis (non-GAAP), which ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice.practice, plus noninterest income adjusted to exclude losses on sales of securities and gains on Visa exchange. Below is a reconciliation of the non-GAAP efficiency ratio.

Our purpose is building a betterour future together through people-forward banking. We believe that all banking should be personal. We cultivate relationships rooted in trust, strengthened by going above and beyond and renewed with every interaction. Our strategic priorities for 20252026 and beyond will be focused on growing our deposit franchise, improving core profitability, maintaining asset quality and ensuring a high level of talent and engagement.

We earned net income of $134.2 million for 2025 compared to net income of $131.3 million for 2024 compared to net income of $144.8 million in 2023.2024. Diluted earnings per share, or EPS, was $3.41$3.49 in 20242025 compared to $3.74$3.41 in 2023.2024. The decreaseincrease in both net income and EPS in 20242025 can be attributed to decliningan increase in net interest rates,income asoffset comparedby toan 2023increase whenin wethe hadprovision recordfor netcredit incomelosses and EPSnoninterest due to the impact of rising interest rates on our net income.expenses.

Net interest income decreasedincreased $14.6$15.3 million, or 4.184.57 percent, to $350.1 million in 2025 compared to $334.8 million in 2024 compared to $349.4 million in 2023.2024. Net interest income on an FTE basis (non-GAAP) decreasedincreased $14.4$15.0 million, or 4.114.44 percent, compared to 2023.2024. The net interest margin, or NIM, on an FTE basis (non-GAAP) decreasedincreased 318 basis points to 3.90 percent in 2025 compared to 3.82 percent in 2024 compared to 4.13 percent in 2023.2024. The decreases in net interest income andhigher NIM on an (FTE basis) (non-GAAP), weredespite primarilythe duedeclining interest rate environment, reflects the strategic repositioning of the balance sheet to thebe impact of highermore interest ratesrate on total interest-bearing liabilities. While higher interest rates positively impacted interest income and rates on interest-earning assets, it was more than offset by higher interest expense and rates on interest-bearing liabilities.neutral. NIM is reconciled to net interest margin adjusted to an FTE basis (non-GAAP) above in the "Explanation of Use of Non-GAAP Financial Measures" section of this Management’s Discussion and Analysis, or MD&A.

The provision for credit losses decreasedincreased $17.8$7.3 million to $7.4 million for 2025 compared to $0.1 million for 20242024. comparedThe increase primarily related to $17.9higher millionnet forloan 2023.charge-offs Theoffset significant decline in the provision for credit losses was mainly due toby a lower required level of ACL related to decreases in our criticized and classified loans and a decrease in net loan charge-offs.ACL. Net loan charge-offs were $14.5 million, or 0.18 percent of average loans, in 2025 compared to $8.3 million, or 0.11 percent of average loans, in 20242024. comparedHigher net charge-offs were primarily due to $13.2the million, or 0.18 percentresolution of averagenonperforming loans,assets induring 2023.the fourth quarter of 2025.

Noninterest expense increased $8.6$7.9 million, or 3.6 percent, to $226.8 million in 2025 compared to $218.9 million in 20242024. comparedExpenses remained relatively stable with the most significant increase related to $210.3 million in 2023. Salariessalaries and employee benefits which increased $10.5$5.7 million primarily due to higher salaries related to annual merit increases, the acquisition of new talentsalary and higher incentives and medicalincentive costs. Professional services and legal decreased $2.4 million primarily due to higher consulting expenses in 2023 compared to 2024. Other noninterest expense decreased $3.2 million primarily due to the adoption of PAM and a $2.1 million decrease in loan collection and appraisal expense compared to 2023. As a result of adopting PAM, amortization expense related to tax credit equity investments of $4.3 million is included in income tax expense for 2024 compared to $2.1 million included in other noninterest expense in 2023. The efficiency ratio (non-GAAP) for 20242025 was 55.9955.74 percent compared to 51.3555.99 percent for 2023.2024. A reconciliation of the efficiency ratio (non-GAAP) is provided above in the "Explanation of Use of Non-GAAP Financial Measures" section of this MD&A.

As part of our interest rate risk management strategy, we use interest rate swaps to add stability to net interest income by managing our exposure to interest rate movements. During 2022, we entered into interest rate swaps with a total notional amount of $500.0 million with original maturities ranging from three to five years. There were no new interest rates swaps entered into in 2023, 2024 or 2023.2025. Our strategy is to reduce our exposure to variability in expected future cash flows related to interest payments on commercial loans that are currently indexed to the 1-month SOFR rate. Interest rates increased substantially in 2022 and 2023 followed by decreases in 2024 and 2025 resulting in an unrealized loss on the cash flow hedges of $7.5$1.6 million at December 31, 2024,2025 which is reported in Accumulated Other Comprehensive Income (Loss), or OCI,AOCI, net of applicable taxes. This is an improvement of $4.1$5.9 million compared to the $11.6$7.5 million unrealized loss at December 31, 2023.2024.

The following tables provide information regarding the average balances, interest and rates earned on interest-earning assets,assets and interest and rates paid on interest-bearing liabilities for the periods presented:

Net interest income on an FTE basis (non-GAAP) decreasedincreased $14.4$15.0 million, or 4.114.44 percentpercent, to $352.5 million in 2025 compared to $337.5 million in 20242024. compared to $351.9 million in 2023. The net interest margin, or NIM,NIM on an FTE basis (non-GAAP) decreasedincreased 318 basis points to 3.823.90 percent compared to 4.133.82 percent in 2023.2024. The decreasesincreases in net interest income on a FTE basis (non-GAAP) and NIM on an FTE basis (non-GAAP) were primarily due to the impact of higherlower interest rates on total interest-bearing liabilities. While higher interest rates positively impacted interest incomeliabilities and ratesan onimprovement interest-earningin assets,our itoverall wasfunding moremix. than offset by higher interest expense and rates on interest-bearing liabilities. Strong customerCustomer deposit growth in 2024 and 2025 has helped to improvereduced our overalllevels fundingof mixborrowings byand reducingbrokered borrowings.deposits.

Interest income on an FTE basis (non-GAAP) increasedremained $38.1relatively million to $518.6 millionunchanged in 20242025 compared to $480.52024 milliondue to increased yield in 2023.the securities portfolio partially offset by yield declines in the loan portfolio. The increaseaverage in interest incomeyield on ansecurities FTEincreased 69 basis (non-GAAP)points wascompared to 2024 primarily due to higherthe interestrepositioning ratesof on$193.6 interestmillion earningof assets.securities during 2024 and 2025. The average yield on loan balances increaseddecreased 2022 basis points compared to 20232024 due to higherlower interest rates. Average loan balances increased $0.3$221.2 million to $7.9 billion in 2025 compared to $7.7 billion in 2024 compared to $7.4 billion in 2023.2024. Overall, the FTE rate (non-GAAP) on interest-earning assets increaseddecreased 2313 basis points compared to 2023.2024.

InterestItem expense7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS increased $52.6$246.8 million to $181.1$5.7 millionbillion in 20242025 compared to $128.5 million in 2023. The increase in interest expense was primarily due to higher interest rates, a shift in our customer deposit mix to higher costing products and an increase in deposit balances. Average interest-bearing deposits increased $0.7 billion to $5.5 billion in 2024, with $189.7 million of brokered deposits compared to $4.8 billion in 2023.2024. Average borrowings decreased $231.1$141.5 million to $353.2$211.8 million in 20242025 compared to $584.3$353.2 in 20232024 primarily due to an increase in deposits. Overall, the cost of interest-bearing liabilities increaseddecreased 7530 basis points in 20242025 compared to 2023.2024.

Noninterest income decreasedincreased $8.5$2.9 million, or 6.0 percent, to $52.0 million compared to $49.1 million comparedin 2024. The increase primarily related to $57.6lower security losses of $2.3 million in 2023.2025 The decrease was mainly relatedcompared to $7.9 million of realized losses from the repositioning of securities into longer duration, higher-yielding securities. Other noninterest income decreased $0.8 million primarily related to a gain of $3.9 million on the sale of OREO in 20232024 comparedoffset toby a $3.5 million gain from the exchange offer for Visa Class B-1 common stock recognized in other noninterest income in 2024.

Noninterest expense increasedwas $8.6well controlled with an increase of $7.8 million, or 3.6 percent, to $226.8 million compared to $218.9 million compared to $210.3 million in 2023.2024. Salaries and employee benefits increased $10.5$5.7 million during 20242025 primarily due to annual merit increases, the acquisition of new talent and higher incentives and medicalincreased costs.restricted Datastock processingexpense. and information technologyOccupancy increased $2.1$1.1 million in 2025 due to higherincreased outsourced processing costs related to additional productsmaintenance and higherutility transaction volume. Professional services and legal decreased $2.4 million due to higher consulting expense in 2023 compared to 2024.costs. Other noninterest expense decreasedincreased $3.2$1.1 million primarily due to the adoption of PAM and a $2.1 million decrease in loan collection and appraisal expense compared to 2023.2024 As a result of adopting PAM, amortization expense of $4.3 millionprimarily related to taxhigher creditemployee equityrelated investmentscosts isand includedloan inrelated income tax expense for 2024 compared to $2.1 million included in noninterest expense in 2023.expenses.

Total borrowings decreasedincreased $253.3$15.0 million,million orto 50.3$265.3 percent,million at December 31, 2025 compared to $250.3 million at December 31, 2024 compared to $503.6 million at December 31, 2023, primarily due to strong growth in customer deposits.2024.

Total shareholders’ equity increased by $96.8$83.6 million to $1.4$1.5 billion at December 31, 20242025 compared to $1.3 billion at December 31, 2023.2024. The increase was primarily due to net income of $131.3$134.2 million and other comprehensive income of $13.9$35.3 million offset by dividends of $51.1$53.0 million and repurchases of S&T common stock of $36.6 million which includes excise tax and commissions of $0.4 million. During the fourth quarter of 2025, 948,270 common shares were repurchased at an average price of $38.20 per share.

ItemWe 7.invest MANAGEMENT’Sin DISCUSSIONvarious ANDsecurities ANALYSISin OForder FINANCIALto CONDITIONmaintain ANDa RESULTSsource OFof OPERATIONSliquidity, to satisfy various pledging requirements, to increase net interest income and as a tool of ALCO to reposition the balance sheet for interest rate risk purposes. Securities are subject to market risks that could negatively affect the level of liquidity available to us. Security purchases are subject to an investment policy approved annually by our Board of Directors and administered through ALCO and our treasury function. Our entire securities portfolio is classified as available for sale. The portfolio primarily consists of structured agency-backed, fixed-income securities with limited credit exposure. Total securities available for sale increased to $987.6 million at December 31, 20242025 remained relatively flat compared to $970.4 million at December 31, 2023.2024.

At December 31, 2024,2025, our bondsecurities portfolio was in a net unrealized loss position of $71.7$34.9 million compared to a net unrealized loss position of $82.0$71.7 million at December 31, 2023.2024. At December 31, 2024,2025, our bondsecurities portfolio had gross unrealized losses of $72.7$42.4 million offset by $1.0$7.5 million in gross unrealized gains compared to December 31, 2023,2024, when total gross unrealized losses were $83.8$72.7 million offset by gross unrealized gains of $1.8$1.0 million.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS customer information, publicly available data and subscription service data to assess risk on an on-going basis and strong overall risk management practices which help us understand and evaluate concentration risk. Our CRE and commercial construction portfolios have exposure outside thisof geographythe primary states in which we operate of 3.5 percent of the combined portfolios and 1.7 percent of total portfolio loans at December 31, 2025 and 3.9 percent of the combined portfolios and 1.9 percent of total portfolio loans at December 31, 2024 and 2023.2024.

ConsumerCommercial loans represented 31.868.5 percent of our total portfolio loans at December 31, 20242025 and 29.968.2 percent at December 31, 2023.2024. ConsumerCommercial loans increased $171.3$244.9 million to $2.5$5.5 billion at December 31, 2025 compared to $5.3 billion at December 31, 2024 comparedrelated to $2.3 billion at December 31, 2023 primarily due to an increaseincreases of $181.4$238.8 million in consumerCRE realand estate$27.2 million in commercial construction offset by a decrease of $10.1$21.1 million in consumer installment loans. Beginning in 2022, we shifted from selling mortgages in the secondary market to holding mortgages in our portfolio.C&I.

We typicallyhad originatehistorically originated and sellsold loans intoto the secondary market, primarily to Fannie Mae. We sell these loansMae, in order to mitigate interest-rate risk associated with holding lower rate, long-term residential mortgages in the loan portfolio and to generate fee revenue from sales and servicing of the loans. Beginning in 2023, our strategy changed whereby we held more mortgages on our balance sheet versus selling these loans in the secondary market. This shift in strategy was mainly due to loan pricing in the secondary mortgage market and the desire to reduceshift the mix of our variableloan portfolio to more fixed rate loan exposure in this interest rate environment.loans. We continue to monitor our strategy and may shift back to selling more residential mortgages into the secondary market in future periods. At December 31, 2024,2025, our servicing portfolio of mortgage loans that we originated and sold into the secondary market was $591.6 million compared to $648.9 million at December 31, 2024 compared to $707.8 million at December 31, 2023.2024.

There have been no material changes to the risk factors that we have previously disclosed in Part I, Item 1A – “Risk Factors” in our 2025 Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, represents an overview of our consolidated results of operations and financial condition and highlights material changes in our financial condition and results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025. Our MD&A should be read in conjunction with our Condensed Consolidated Financial Statements and Notes. The results of operations reported in the accompanying Condensed Consolidated Financial Statements are not necessarily indicative of results to be expected in future periods.

Many of these factors, as well as other factors, are described elsewhere in this report, and under Part I, Item 1A - “Risk Factors” of our 2025 Form 10-K, and any of our subsequent filings with the SEC. Forward-looking statements are based on beliefs and assumptions using information available at the time the statements are made. We caution you not to unduly rely on forward-looking statements because the assumptions, beliefs, expectations and projections about future events may, and often do, differ materially from actual results. Any forward-looking statement speaks only as to the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect developments occurring after the statement is made.

We view critical accounting policies to be those which are highly dependent on subjective or complex estimates, assumptions and judgments and where changes in those estimates and assumptions could have a significant impact on the Condensed Consolidated Financial Statements. Further, we view critical accounting estimates as those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Our critical accounting policies and estimates as of MarchJune 31,30, 2026 remained unchanged from the disclosures presented in our 2025 Form 10-K under Part II, Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Return on average tangible shareholders' equity (non-GAAP) is a key profitability metric used by management to measure financial performance. The following table provides a reconciliation of return on average tangible shareholders' equity (non-GAAP) by reconciling net income (GAAP) per the Condensed Consolidated Statements of Comprehensive Income to net income before amortization of intangibles and average shareholder'sshareholders' equity to average tangible shareholders' equity for the periods presented:

We are a bank holding company that is headquartered in Indiana, Pennsylvania with assets of $9.9 billion at MarchJune 31,30, 2026. We operate in Pennsylvania and Ohio providing a full range of financial services with retail, business banking and commercial banking products and trust and brokerage services. Our common stock trades on the NASDAQNasdaq Global Select Market under the symbol “STBA.”

We recognized net income of $35.1$36.6 million, or $0.94$1.02 per diluted share, for the three months ended MarchJune 31,30, 2026 compared to net income of $33.4$31.9 million, or $0.87$0.83 per diluted share, for the same period in 2025. This represents a 5.014.9 percent increase in net income and ana 8.022.9 percent increase in diluted earnings per share for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025. DuringWe recognized net income of $71.7 million, or $1.96 per diluted share, for the firstsix quartermonths ended June 30, 2026 compared to net income of 2026,$65.3 1,146,100million, sharesor were$1.69 repurchasedper atdiluted anshare, averagefor pricethe ofsame $43.30period in 2025. This represents a 9.8 percent increase in net income and a 16.0 percent increase in diluted earnings per share for $49.6the millionsix excludingmonths exciseended taxJune and30, commissions.2026 Totalcompared share repurchases for bothto the fourthsame quarterperiod ofin 2025 and the first quarter of 2026 were 2,094,370 shares at an average price of $40.99 per share totaling $85.8 million excluding excise tax and commissions. The remaining capacity under the existing share repurchase program was $50.4 million at March 31, 2026.2025.

NetItem interest2. incomeMANAGEMENT’S increasedDISCUSSION $5.1AND million,ANALYSIS orOF 6.1FINANCIAL percentCONDITION toAND $88.4RESULTS millionOF for the three months ended March 31, 2026 compared to $83.3 million for the same period in 2025. The net interest margin, or NIM, on an FTE basis (non-GAAP)OPERATIONS increased 11 basis points tofor 3.92 percent forboth the three and six months ended MarchJune 31,30, 2026 compared to 3.81 percent for the same periodperiods in 2025. The increases in both net interest income and NIM on an FTE basis (non-GAAP) were primarily due to the impact of lower interest rates on interest-bearinginterest bearing liabilities and an improvement in our overall funding mix due to strong customer growth which allowed for reduced levels of brokered deposits and borrowings.mix.

The provision for credit losses increaseddecreased $4.3$0.9 million to $1.3$1.1 million for the three months ended MarchJune 31,30, 2026 compared to negative $3.0$2.0 million for the same period in 2025. The increasedecrease was primarily related to a lower provision for unfunded loan commitments due to lower loss rates. The provision for credit losses increased $3.5 million to $2.4 million for the six months ended June 30, 2026 compared to negative $1.1 million for the same periods in 2025. The increase was related to higher net loan charge-offs and an increase in specific reservereserves for loans individually evaluated compared to the same period in 2025.2025, which was partially offset by decreases in the reserve for unfunded loan commitments due to lower loss rates.

Noninterest incomeexpense increased $3.2$0.6 million and $2.2 million for the three and six months ended June 30, 2026 compared to $13.6the millionsame periods in 2025. The increase for the three months ended MarchJune 31,30, 2026 comparedwas primarily due to thenormal samefluctuations periodacross inseveral 2025.expense categories and timing-related items. The increase was mainly related to $2.3 million in realized losses from the repositioning of securities into longer duration, higher-yielding securities which occurred in 2025 and is not present in 2026. Noninterest expense increased $1.6 million to $56.7 million for the threesix months ended MarchJune 31,30, 2026 comparedwas primarily due to $55.1 million in the same period in 2025. Thean increase in noninterest expense primarily related to higher salaries and employee benefits ofdriven $1.5by millionannual relatedmerit to increased salary, medicalincreases and incentivethe costs.acquisition of new talent.

The provision for income taxes increased $0.7 million to $9.0 million for the three months ended March 31, 2026 compared to $8.3 million for the same period in 2025. Our effective tax rate was 20.419.4 percent for the three months ended March 31, 2026 compared toand 19.9 percent for the three and six months ended MarchJune 31,30, 2026 compared to 20.2 percent and 20.1 percent for the three and six months ended June 30, 2025. The increasedecrease in ourthe effective tax rate for the three monthand periodsix months ended MarchJune 31,30, 2026 was primarily due to an increase in pretaxtax incomecredits and statelosses incomeon taxlow-income expensehousing and historic partnership investments compared to the same periodperiods in 2025.

InterestJune expense30, decreased2026. $3.6Average loans increased $189.3 million for the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025. The increase in average loans was offset by a decrease in interestthe expenseaverage wasyield primarilyon dueloans toof a14 declinebasis in interest rates. Average interest-bearing deposits increased $250.4 millionpoints for the threesix months ended MarchJune 31, 2026 compared to the same period in 2025. Average borrowings decreased $43.6 million for the three months ended March 31,30, 2026 compared to the same period in 2025 primarily due to anlower increaseinterest in deposits.rates. Overall, the costFTE ofrate interest-bearing(non-GAAP) liabilitieson interest-earning assets decreased 3312 and 11 basis points for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025.

The following table sets forth for the periods presented a summary of the changes in interest earned and interest paid resulting from changes in volume and changes in rates for the periods presented:

The provision for credit losses includes provisionsa provision for losses on loans and on unfunded loan commitments. The provision for credit losses fluctuates based on changes in loan balances, loan risk ratings, net loan charge-offs and /recoveries, the macro environment and our Current Expected Credit Losses,Loss, or CECL, forecast.

The provision for credit losses increaseddecreased $4.3$0.9 million to $1.3$1.1 million for the three months ended MarchJune 31,30, 2026 compared to $2.0 million for the same period in 2025. The decrease was primarily related to a lower provision for unfunded loan commitments due to a decline in loss rates. The provision for credit losses increased $3.5 million to $2.4 million for the six months ended June 30, 2026 compared to a negative $3.0$1.1 million for the same period in 2025. The increase was primarily duerelated to higher net loan charge-offs and an increase in specific reservereserves for loans individually evaluated.evaluated compared to the same periods in 2025, which was partially offset by a decrease in the reserve for unfunded loan commitments due to lower loss rates.

Net loan charge-offs were $1.7$1.0 million and $2.7 million for the three and six months ended MarchJune 31,30, 2026 compared to net loan charge-offs of $0.0$1.2 million and $1.1 million for the same periodperiods in 2025. Refer to the "Allowance for Credit Losses" section of this MD&A for further details.

The provision for income taxes increased $0.7 million to $9.0$8.8 million for the three months ended MarchJune 31,30, 2026 and increased $1.4 million to $17.8 million for the six months ended June 30, 2026 compared to $8.3$8.1 million and $16.4 million for the same periodperiods in 2025. The increase in our provision for income taxes was due to higher pretax income for the three and six months ended June 30, 2026 compared to the same periods in 2025. Our effective tax rate was 20.419.4 percent for the three months ended MarchJune 31,30, 2026 compared toand 19.9 percent for the for the threesix months ended MarchJune 31,30, 2026 compared to 20.2 percent and 20.1 percent for the same period in 2025. The increasedecrease in our effective tax rate for the three and six months ended MarchJune 31,30, 2026 was primarily due to an increase in pretaxtax incomecredits and statelosses incomeon taxlow-income expensehousing and historic partnership investments compared to the same periodperiods in 2025.

Financial Condition at MarchJune 31,30, 2026

Total assets were $9.9 billion at both MarchJune 31,30, 2026 and December 31, 2025. Cash and due from banks increased $175.6$54.4 million related to a significantan increase in deposits and a modest decline in loans compared to December 31, 2025. Total portfolio loans decreased $112.6$13.6 million, or 1.40.2 percent, to $8.0$8.1 billion at MarchJune 31,30, 2026 compared to December 31, 2025. The commercial loan portfolio decreasedincreased $79.0 million and the consumer loan portfolio decreased $33.6$25.2 million compared to December 31, 2025.2025 due to an increase in commercial construction and commercial and industrial loans. The declineconsumer inloan loansportfolio relateddecreased $38.8 million compared to December 31, 2025 due to lower fundings,mortgage reducedoriginations, utilizationincreased sales of newly originated mortgage loans and higher commercialpayoffs realwithin estateother loanconsumer payoffs.loans.

Securities increased $21.9$25.6 million to $1.0 billion at MarchJune 31,30, 2026 compared to December 31, 2025. The increase in the debt securities portfolio was primarily due to purchases offset by an increase in unrealized losses as a result of higher interest rates. The securities portfolio was in a net unrealized loss position of $42.7 million at March 31, 2026 compared to a net unrealized loss position of $34.9 million at December 31, 2025.

Total deposits increased $226.4$127.3 million, or 2.81.6 percent, to $8.2$8.1 billion at MarchJune 31,30, 2026 compared to $8.0 billion at December 31, 2025. Customer deposits increased $306.5$307.7 million, or 3.94.0 percent, to $8.1 billion at MarchJune 31,30, 2026 compared to $7.8 billion at December 31, 2025 driven by broad-basedincreases in core relationships and growth across all lines of business and nearly all deposit product categories. Growth in customer deposits enabled a reduction in money market brokered deposits which decreased $180.4 million compared to December 31, 2025.

Total borrowings decreasedincreased $115.0$10.0 million to $150.3$275.3 million at MarchJune 31,30, 2026 compared to $265.3 million at December 31, 2025 due to strong customer deposit growth.2025.

Total shareholders’ equity decreased by $33.2$60.1 million to $1.4 billion at MarchJune 31,30, 2026 compared to $1.5 billion at December 31, 2025. The decrease was primarily due to repurchases of S&T common stock of $50.2$98.3 million during the six months ended June 30, 2026, which includes excise tax and commissions of $0.6$1.1 million, other comprehensive loss of $5.8$7.6 million and dividends of $13.4$26.7 million offset by net income of $35.1$71.7 million. During the firstsix quartermonths ofended June 30, 2026, 1,146,1002,221,024 common shares were repurchased at an average price of $43.30$43.75 per share.

The securities portfolio increased $21.9$25.6 million to $1.0 billion at MarchJune 31,30, 2026 compared to December 31, 2025. The increase in the debt securities portfolio was primarily related to net purchases offset by an increase in unrealized losses of $7.8$10.9 million at MarchJune 31,30, 2026 compared to December 31, 2025 as a result of higher interest rates. Our debt securities portfolio was in a net unrealized loss position of $42.7 million at March 31, 2026 compared to a net unrealized loss position of $34.9 million at December 31, 2025. At March 31, 2026, our debt securities portfolio had gross unrealized losses of $46.3 million offset by $3.6 million of gross unrealized gains compared to gross unrealized losses of $42.4 million offset by gross unrealized gains of $7.5 million at December 31, 2025.

Commercial loans, including CRE, C&I and commercial construction comprised 68.468.9 percent of total portfolio loans at MarchJune 31,30, 2026 compared to 68.5 percent at December 31, 2025. The commercial loan portfolio decreasedincreased $79.0$25.2 million at MarchJune 31,30, 2026 compared to December 31, 2025 due to decreasesincreases of $94.7$95.4 million in CREcommercial construction and $8.3$70.7 million in C&I offset by ana increasedecrease of $23.9$140.9 million in commercial construction.CRE.

Consumer loans represent 31.631.1 percent of our total portfolio loans at MarchJune 31,30, 2026 compared to 31.5 percent at December 31, 2025. The consumer loan portfolio decreased $33.6$38.8 million at MarchJune 31,30, 2026 compared to December 31, 2025 due to decreasesa decrease of $26.2$27.6 million in consumer real estate related to lower mortgage originations and $7.3increased sales of newly originated mortgage loans and a decrease of $11.2 million in other consumer loans. At both March 31, 2026 and December 31, 2025, 23 percent of our total loans wererelated adjustableto rate,higher 37 percent were floating rate and 40 percent were fixed rate.payoffs.

Our policy is to place loans in all categories in nonaccrual status when collection of interest or principal is doubtful, or generally when interest or principal payments are 90 days or more past the contractual due date. Nonaccrual loans decreased $5.7$15.4 million to $49.9$40.2 million at MarchJune 31,30, 2026 compared to $55.6 million at December 31, 2025. The decrease in nonaccrual loans was primarily due to paydowns in theour C&Icommercial portfolio.

Total deposits increased $226.4$127.3 million, or 2.81.6 percent, at MarchJune 31,30, 2026 compared to December 31, 2025 as a result of our continued focus on growing our deposit franchise.2025. Customer deposits increased $306.5$307.7 million, or 3.94.0 percent, compared to December 31, 2025, driven by broad-basedincreases in core relationships and growth across all lines of business and nearly all deposit product categories. WhileDemand mostdeposits increased $95.9 million, or 4.4 percent, compared to December 31, 2025, representing 28 percent of thistotal increasedeposits reflectsat growthJune in30, our customer deposit base, a portion relates to seasonality and temporary inflows that are not expected to remain.2026. Growth in customer deposits also enabled a reduction in money market brokered deposits, which decreased $80.1$180.4 million from December 31, 2025. Brokered deposits are an additional source of funds utilized by ALCO as a way to diversify funding sources, as well as manage our funding costs and structure.

As a member of the IntraFi network, we are able to offer our customers insurance coverage on interest-bearing demand, money market and certificates of deposit balances in excess of the FDIC insurance limits. IntraFi balances were $330.4$334.1 million at MarchJune 31,30, 2026 compared to $317.3 million at December 31, 2025.

We had total uninsured deposits of $2.9 billion, or 35.836.0 percent of our total deposit base, at MarchJune 31,30, 2026 compared to $2.7 billion, or 33.7 percent of our total deposit base, at December 31, 2025.

Borrowings are an additional source of funding for us. Short-term borrowings are for terms under or equal to one year and are comprised of FHLBFederal Home Loan Bank, or FHLB, Advances. Long-term borrowings are for original terms greater than one year and are comprised of FHLB advances and finance leases. Total borrowings decreasedincreased $115.0$10.0 million to $150.3$275.3 million at MarchJune 31,30, 2026 compared to $265.3 million at December 31, 2025 due to strong customer deposit growth and lower loan balances.2025.

Information pertaining to short-term borrowings is summarized in the table below for the threesix months ended MarchJune 31,30, 2026 and for the twelve months ended December 31, 2025:

Information for long-term borrowings and junior subordinated debt securities is summarized in the tables below for the threesix months ended MarchJune 31,30, 2026 and for the twelve months ended December 31, 2025:

Our primary funding and liquidity source is a stable customer deposit base. We believe S&T has the ability to retain existing deposits and attract new deposits, mitigating any funding dependency on other more volatile funding sources. Refer to the "Financial Condition at MarchJune 31,30, 2026 - Deposits" section of this MD&A, for additional discussion on deposits. Although deposits are the primary source of funds, we have identified various other funding sources that can be used as part of our normal funding program. Additional funding sources accessible to us include borrowing availability at the FHLB, Federal Reserve Discount Window through the Borrower-in-Custody Program, federal funds lines with other financial institutions and the brokered deposit market.

Available borrowing capacity exceeds uninsured deposits of $2.9 billion at MarchJune 31,30, 2026. The following table summarizes funding sources available at the dates presented:

We have contractual obligations representing required future payments on certificates of deposit, junior subordinated debt securities, short-term borrowings, long-term borrowings, operating and capital leases, funding commitments on tax credit equity investments and purchase obligations. See the "Liquidity and Capital Resources" section presented in our 2025 Form 10-K under Part II, Item 7- "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for more information on these future cash outflows. There have been no material changes to the contractual obligations previously disclosed in our 2025 Form 10-K.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS policy guidelines define a ratio of highly liquid assets to total assets by graduated risk tolerance levels of minimal, moderate and high. At MarchJune 31,30, 2026, S&T Bank had $1.0$916.2 billionmillion in highly liquid assets which consisted primarily of $276.0$146.0 million in interest-bearing deposits with banks and $763.0$765.5 million in unpledged securities. This resulted in a highly liquid assets to total assets ratio of 10.59.2 percent at MarchJune 31,30, 2026.