S&T Bancorp (NASDAQ: STBA) restates bylaws, removes Grandfathered Director rules

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

S&T Bancorp, Inc. filed an 8-K describing amendments and a full restatement of its Bylaws effective May 12, 2026. The Board removed legacy provisions for “Grandfathered Directors,” who had been allowed to serve on the Board until age seventy-five after turning sixty-five before the 2014 annual meeting. The Board also deleted references and provisions related to its previously dissolved Credit Risk Committee. Clean and marked versions of the updated Bylaws are provided as exhibits.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Bylaws effective date: May 12, 2026 Bylaws exhibit (clean): Exhibit 3.1 Bylaws exhibit (marked): Exhibit 3.2 +1 more

4 metrics

Bylaws effective date May 12, 2026 Amended and restated Bylaws effective date

Bylaws exhibit (clean) Exhibit 3.1 Clean version of amended and restated Bylaws

Bylaws exhibit (marked) Exhibit 3.2 Marked version of amended and restated Bylaws

Cover data file exhibit Exhibit 104 Cover Page Interactive Data File in Inline XBRL

Key Terms

Grandfathered Directors, Credit Risk Committee, mandatory retirement, Bylaws, +1 more

5 terms

Grandfathered Directors financial

"remove certain provisions applicable to "Grandfathered Directors," who were directors that served on the Board"

Credit Risk Committee financial

"remove certain references and provisions applicable to the Credit Risk Committee, consistent with the Board's dissolution"

mandatory retirement financial

"Article II, Section 203 of the Bylaws regarding director eligibility and mandatory retirement was amended"

Bylaws financial

"amended and restated S&T’s Bylaws (as so amended and restated, the “Bylaws”)"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

Emerging growth company regulatory

"Emerging growth company Item 5.03 Amendments to Articles of Incorporation or Bylaws"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/15/2026 - 03:31 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

May 12, 2026

Date of Report (date of earliest event reported)

S&T BANCORP, INC

(Exact name of registrant as specified in its charter)

Pennsylvania

0-12508

25-1434426

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

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

800 Philadelphia Street

Indiana

15701

(Address of Principal Executive Offices)

(Zip Code)

(800) 325-2265

Registrant's telephone number, including area code

(Not applicable)

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

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

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

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

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

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

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


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

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

Emerging growth company ☐

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

Item 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)

SIGNATURES

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


			S&T Bancorp, Inc.
			/s/ Mark Kochvar
May 15, 2026			Mark Kochvar Senior Executive Vice President, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did S&T Bancorp (STBA) disclose in this 8-K?

S&T Bancorp disclosed that its Board amended and restated the company Bylaws effective May 12, 2026. The revisions mainly remove obsolete provisions for “Grandfathered Directors” and delete references to the previously dissolved Credit Risk Committee, updating the governance framework to match the Board’s current structure.

Who were the Grandfathered Directors mentioned in S&T Bancorp’s bylaws change?

Grandfathered Directors were Board members who served and reached age sixty-five before the 2014 annual meeting. The old Bylaws allowed them to remain on the Board until age seventy-five. S&T Bancorp removed these provisions because they no longer apply to any current or future director.

What happened to S&T Bancorp’s Credit Risk Committee according to the filing?

The filing states the Board previously dissolved the Credit Risk Committee. Consistent with that decision, S&T Bancorp amended Article III of its Bylaws to remove references and provisions related to the Credit Risk Committee, aligning the written governance documents with the Board’s current committee structure.

When did S&T Bancorp’s amended and restated bylaws become effective?

The amended and restated Bylaws of S&T Bancorp became effective on May 12, 2026. The 8-K notes that the Bylaws are now restated through that date, and both clean and marked versions reflecting the changes are filed as exhibits to the report.

Where can investors review S&T Bancorp’s updated bylaws in full?

Investors can review the updated Bylaws in Exhibits 3.1 and 3.2 attached to the report. Exhibit 3.1 is the clean version and Exhibit 3.2 is the marked version, and the filing incorporates both by reference for a complete view of all governance changes.

Filing Exhibits & Attachments

5 documents