STOCK TITAN

S&T Bancorp (STBA) EVP exercises RSUs, 8,982 shares held after tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

S&T Bancorp Executive Vice President Susan A. Nicholson reported compensation-related stock activity involving restricted stock units and common shares. On April 1, 2026, she exercised awards tied to restricted stock units into a total of 4,659 shares of common stock at a reference price of $42.28 per share, while 2,040 shares were withheld to cover tax obligations. After these exercises and tax withholdings, she directly held 8,982 shares of S&T Bancorp common stock.

She also received new equity awards, including 2,743 performance-based restricted stock units linked to performance criteria under the 2023 Long Term Incentive Plan and an additional 1,658 restricted stock units. The footnotes explain that these units generally vest in scheduled annual installments, and vested units automatically convert into an equal number of common shares delivered upon vesting.

Positive

  • None.

Negative

  • None.
Insider Nicholson Susan A
Role Executive Vice President
Type Security Shares Price Value
Exercise Restricted Stock Units 657 $0.00 --
Exercise Restricted Stock Units 684 $0.00 --
Exercise Restricted Stock Units 575 $0.00 --
Grant/Award Restricted Stock Units 2,743 $0.00 --
Exercise Restricted Stock Units 2,743 $0.00 --
Grant/Award Restricted Stock Units 1,658 $0.00 --
Exercise Common Stock 657 $42.28 $28K
Tax Withholding Common Stock 288 $42.28 $12K
Exercise Common Stock 684 $42.28 $29K
Tax Withholding Common Stock 300 $42.28 $13K
Exercise Common Stock 575 $42.28 $24K
Tax Withholding Common Stock 252 $42.28 $11K
Exercise Common Stock 2,743 $42.28 $116K
Tax Withholding Common Stock 1,200 $42.28 $51K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 7,020 shares (Direct)
Footnotes (1)
  1. Upon vest, automatically converts into equal number of shares of common stock. Shares of common stock withheld for payment of tax liability for vested and converted restricted stock units. Each restricted stock unit represents a contingent right to receive one share of S&T Bancorp, Inc. common stock. The restricted stock units vest in three equal annual installments beginning April 1, 2024. Vested shares will be delivered to the reporting person upon vesting. The restricted stock units vest in three equal annual installments beginning April 1, 2025. Vested shares will be delivered to the reporting person upon vesting. The restricted stock units vest in three equal annual installments beginning April 1, 2026. Vested shares will be delivered to the reporting person upon vesting. Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted April 1, 2023, under the Issuer's 2023 Long Term Incentive Plan. The performance period for the restricted stock units was January 1, 2023, until December 31, 2025, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on March 24, 2026. The restricted performance units awarded on April 1, 2023 vesting on April 1, 2026. Vested shares will be delivered to the reporting person upon vesting. The restricted stock units vest in three equal annual installments beginning April 1, 2027. Vested shares will be delivered to the reporting person upon vesting.
RSU exercises into common stock 4,659 shares Derivative exercises on April 1, 2026
Shares withheld for taxes 2,040 shares Tax-withholding dispositions on April 1, 2026
Post-transaction common shares held 8,982 shares Direct holdings after April 1, 2026 transactions
Performance-based RSUs credited 2,743 units Tied to performance criteria under 2023 Long Term Incentive Plan
Additional RSU grant 1,658 units Restricted stock unit award on April 1, 2026
Reference share price $42.28 per share Price used in common stock entries for April 1, 2026
Restricted Stock Units financial
"security_title: "Restricted Stock Units" with automatic conversion into common stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" for common stock transactions"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
performance-based restricted stock units financial
"Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
Long Term Incentive Plan financial
"granted April 1, 2023, under the Issuer's 2023 Long Term Incentive Plan"
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
vest in three equal annual installments financial
"The restricted stock units vest in three equal annual installments beginning April 1"
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Nicholson Susan A

(Last)(First)(Middle)
800 PHILADELPHIA STREET

(Street)
INDIANA PENNSYLVANIA 15701

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
S&T BANCORP INC [ STBA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive Vice President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026M(1)657A$42.287,020D
Common Stock04/01/2026F(2)288D$42.286,732D
Common Stock04/01/2026M(1)684A$42.287,416D
Common Stock04/01/2026F(2)300D$42.287,116D
Common Stock04/01/2026M(1)575A$42.287,691D
Common Stock04/01/2026F(2)252D$42.287,439D
Common Stock04/01/2026M(1)2,743A$42.2810,182D
Common Stock04/01/2026F(2)1,200D$42.288,982D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)04/01/2026M(1)657 (4) (4)Common Stock657$00D
Restricted Stock Units(3)04/01/2026M(1)684 (5) (5)Common Stock684$0705D
Restricted Stock Units(3)04/01/2026M(1)575 (6) (6)Common Stock575$01,169D
Restricted Stock Units(7)04/01/2026A2,743 (8) (8)Common Stock2,743$02,743D
Restricted Stock Units(7)04/01/2026M(1)2,743 (8) (8)Common Stock2,743$00D
Restricted Stock Units(3)04/01/2026A1,658 (9) (9)Common Stock1,658$01,658D
Explanation of Responses:
1. Upon vest, automatically converts into equal number of shares of common stock.
2. Shares of common stock withheld for payment of tax liability for vested and converted restricted stock units.
3. Each restricted stock unit represents a contingent right to receive one share of S&T Bancorp, Inc. common stock.
4. The restricted stock units vest in three equal annual installments beginning April 1, 2024. Vested shares will be delivered to the reporting person upon vesting.
5. The restricted stock units vest in three equal annual installments beginning April 1, 2025. Vested shares will be delivered to the reporting person upon vesting.
6. The restricted stock units vest in three equal annual installments beginning April 1, 2026. Vested shares will be delivered to the reporting person upon vesting.
7. Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted April 1, 2023, under the Issuer's 2023 Long Term Incentive Plan. The performance period for the restricted stock units was January 1, 2023, until December 31, 2025, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on March 24, 2026.
8. The restricted performance units awarded on April 1, 2023 vesting on April 1, 2026. Vested shares will be delivered to the reporting person upon vesting.
9. The restricted stock units vest in three equal annual installments beginning April 1, 2027. Vested shares will be delivered to the reporting person upon vesting.
Remarks:
/s/ Jackie Kennane, attorney-in-fact for Susan A. Nicholson04/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did S&T Bancorp (STBA) executive Susan Nicholson report in this Form 4?

Susan Nicholson reported exercises of restricted stock units into common shares and related tax withholding transactions, along with new restricted stock unit grants. These are compensation-related equity events rather than open-market stock purchases or sales by the executive.

How many S&T Bancorp common shares did Susan Nicholson acquire through exercises?

She exercised awards tied to restricted stock units into 4,659 shares of S&T Bancorp common stock. These shares resulted from derivative exercises recorded at a reference price of $42.28 per share, as disclosed in the non-derivative transaction entries.

How many S&T Bancorp shares were withheld for Susan Nicholson’s taxes?

A total of 2,040 shares of S&T Bancorp common stock were withheld to satisfy tax liabilities. These dispositions are coded as tax-withholding transactions and are not open-market sales, according to the filing’s transaction details and related footnote description.

What is Susan Nicholson’s direct S&T Bancorp shareholding after these transactions?

Following the reported exercises and tax-withholding dispositions, Susan Nicholson directly holds 8,982 shares of S&T Bancorp common stock. This post-transaction holding reflects her remaining equity position after all the transactions recorded on April 1, 2026.

What new restricted stock units did Susan Nicholson receive from S&T Bancorp?

She received 2,743 performance-based restricted stock units and an additional 1,658 restricted stock units. The filing notes these units vest in specified annual installments, with each vested unit automatically converting into one share of S&T Bancorp common stock upon vesting.

How do Susan Nicholson’s performance-based restricted stock units at S&T Bancorp work?

The performance-based restricted stock units were granted under the 2023 Long Term Incentive Plan and tied to performance criteria over a defined period. After the Compensation Committee determined achievement, the units were credited and are scheduled to vest, then deliver common shares upon vesting.