What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-03-03 · 114 added, 91 removed, 224 unchanged (48% of the section changed)

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Therefore, the risk factors below do not necessarily include all risks that we may face.

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Risks Related to Credit

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If the models and approaches that we use to select, manage and underwrite our consumer and commercial loan products change and our underwriting standards do not reflect or capture the rapid changes in the economy, we may have higher credit losses.

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The value of the collateral used to secure our loans may not be sufficient to compensate for the amount of unpaid loans and we may be unsuccessful in recovering the remaining balances from our customers.

Decreases in collateral values, 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, which in turn could impact our profitability.

Decreases in collateral 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 which in turn could impact our profitability.

Repayment of our commercial loans is often dependent on the cash flow of the borrower which may become unpredictable.

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This could result in higher charge-offs which could have a material adverse effect on our operating results and financial condition.

Changes in the overall credit quality of our portfolio can have a significant impact on our earnings.

Changes to our provision for credit losses or ACL could significantly impact our operating results and financial 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, the national unemployment forecast produced by the Federal Reserve combined with 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.

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 and 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 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 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 allowances 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.

Incorrect assumptions could lead to material underestimates of expected losses and an inadequate ACL.

As our assessment of expected losses changes, we may need to increase or decrease our ACL, which could significantly impact our financial results and profitability.

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 allowance 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 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 which could significantly impact our operating results and financial condition.

Our loan portfolio is concentrated within our market area, and our lack of geographic diversification increases our risk profile.

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Our loan portfolio has a significant concentration of commercial loans that have a higher risk of loss.

The majority of our loans are to commercial borrowers including commercial and industrial, or C&I, CRE and construction loans.

The majority of our loans are to commercial borrowers including C&I, Commercial Real Estate, or CRE, and construction loans.

The commercial loan portfolio typically involves a higher degree of credit risk than other types of loans.

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The deterioration of one or a few of these loans could have a material adverse effect on our financial condition and results of operations.

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Risks Related to General Economic Conditions

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Furthermore, the United States has recently enacted significant new tariffs and may enact additional tariffs.

Additionally, federal agencies have been instructed to evaluate key aspects of U.S.

trade policy and issue reports to the president no later than April 30, 2025.

Changes to United States tariffs and/or other trade policies 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.

There continues to be significant uncertainty 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 the impact of tariffs and trade policies on our business and our customers;

however, we cannot provide any assurance about the ultimate outcome or impact of these measures.

Additional changes to United States tariffs and/or other trade policies, 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.

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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 which could negatively impact our financial condition and results of operations.

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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 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, and the soundness of financial institutions, and further disruption to the economy and U.S.

Financial challenges at other banking institutions;

adverse developments affecting the financial services industry;

concerns regarding the soundness of financial 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

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banking system.

Although we were not directly affected by these bank receiverships, this news caused fear among depositors, which caused them to withdraw or attempt to withdraw their funds from these and other

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financial institutions.

Although we were not directly affected by these bank receiverships, this news caused fear among 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.

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Furthermore, financial services institutions are interrelated as a result of trading, clearing, counterparty or other 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 reputational risk, deposit outflows and increased credit risk which, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations and liquidity.

As a result of these events, we face the potential for brand risk, deposit outflows and increased credit risk, which individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations and liquidity.

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Furthermore, if such levels of financial market and economic disruption and volatility continue, if actual events or concerns or rumors involving limited liquidity, defaults, or other adverse developments, or if other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened due to market-wide liquidity problems.

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This situation could have a material adverse impact on our results of operations and financial condition.

Additionally, regulatory pressures and additional regulation of financial institutions as a result of the industry developments could have material adverse effects on our business, results of operations, financial condition and growth prospects.

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

Although the FDIC made deposit insurance assessment accommodations December 2025, periods of stress in the banking industry often result in increased deposit insurance assessments when banks fail, increased scrutiny by federal and state regulators, including State attorneys general, as well as potential investigations or litigation relating to liquidity management, deposit practices, disclosures or risk management.

Such actions, regardless of merit, could have material adverse effects on our business, results of operations, financial condition and growth prospects.

Geopolitical tensions and conflicts between nations have created significant economic and financial disruptions and 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 and North Africa may cause additional detrimental effects on the global economy, including financial and capital markets, which could adversely impact our earnings.

This conflict, as well as further escalation of tensions between Israel and various countries in the Middle East, North Africa and rising tensions between United States and Venezuela, may cause additional detrimental effects on the global economy, including financial and capital markets which could adversely impact our results of operations.

Although the extent and duration of these military conflicts and any future escalation of such hostilities, market disruptions and 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.

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Risks Related to Our Operations

Failure to keep pace with technological changes 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.

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, 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 efficiencies within our operations.

Many of our large competitors have substantially greater resources to invest in technological improvements.

We may not be able to effectively implement new technology-driven products 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 , could have a material adverse impact on our business, financial condition and results of operations.

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 reputational harm.

We continue to invest in information 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 products, enhancements and services quickly or be successful in marketing these products and services to our customers.

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.

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

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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.

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.

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Issuing debit cards to our clients exposes us to potential losses, which in the event of a data breach at one or more major retailers, may adversely affect our business, financial 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 service 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.

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 service, 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.

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We have policies, 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.

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Additionally, a number of our employees have the ability to work from remote locations, 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.

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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, 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, reputational damage, reimbursement or other compensatory costs, and additional compliance costs.

Any of these matters could result in failure, circumvention of our security 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, negative public opinion, reimbursement or other compensatory 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.

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(5) significant litigation exposure;

(6) harm to our reputation;

(6) negative public opinion;

(7) financial loss;

and (8) damage to our competitiveness, stock 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.

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

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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.

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 results of operations.

Moreover, we are subject to laws and regulations in the United States and other jurisdictions regarding privacy, data protection and data security and there continues to be heightened legislative and regulatory focus in this area.

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Furthermore, as cybersecurity incidents increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as adequate for our operations.

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

For more information on how S&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 or employees, targeting us and our customers.

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Fraudulent activity has escalated, become more sophisticated, and continues to evolve, as there are more options to access financial services.

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, financial condition or stock price.

Furthermore, fraudulent activity could negatively impact our brand and reputation, which could also adversely affect our results of operation, financial condition or stock price.

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 operations, financial condition or stock price.

Furthermore, fraudulent activity could negatively impact our brand which could also adversely affect our results of operations, financial condition or stock price.

Fraudulent activity could also lead to regulatory intervention or regulatory sanctions.

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We rely on certain critical third-party providers for a number of services that are important to our business.

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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, which could have a material adverse impact on our business through damage to our reputation, loss of business, remedial costs, additional regulatory scrutiny or exposure to civil litigation and possible financial liability.

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 which could have a material adverse impact on our business through damage to our 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.

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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.

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Risks Related to Our Business Strategy

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We may experience disruption and incur unexpected expenses in integrating acquisitions.

These failures could adversely impact our future prospects and results of operation.

These failures could adversely impact our future prospects and results of operations.

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We are subject to competition from both banks and non-banking companies.

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Failure to compete effectively for deposit, loan and other financial services customers in our markets could cause us to lose market share, slow our growth rate and have an adverse effect on our financial condition and results of operations.

In addition, transactions utilizing digital assets, including cryptocurrencies, stablecoins and other similar assets have increased over the past few years and continue to gain wider market acceptance.

Certain characteristics of digital asset transactions, including their speed and anonymity are appealing to certain consumers notwithstanding the various risks posed by such transactions.

In addition, certain cryptocurrency exchanges and other market participants may pay yield on digital asset holdings in the same manner as interest-bearing deposit accounts which may result in loss of deposits.

Accordingly, digital asset service providers, who currently are not subject to the same extensive regulation as banking organizations and other financial institutions, have become potential competitors for our customers' banking business.

We may be required to raise capital in the future, but that capital may not be available or may not be on acceptable terms when it is needed.

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Risks Related to Interest Rates and Investments

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

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

Our results of operations are largely dependent on net interest 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’s policies, can have a significant effect on our net interest income and total income.

Therefore, any change in general market interest rates, including changes resulting from the Federal 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.

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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.

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Declines in the value of investment securities held by us could require write-downs, which would reduce our earnings.

If we are unable to manage interest rate risk effectively, our business, financial condition and results of operations could be materially impacted.

Declines in the value of investment securities held by us could require write-downs which may adversely affect our 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.government agencies and U.S.

government, U.S.

government agencies and U.S.

municipalities.

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Changes in the value of these instruments may result in a reduction to earnings and/or capital which may adversely affect our results of operations and financial condition.

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Risks Related to Regulatory Compliance and Legal Matters

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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, and/or damage to our reputation.

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.

As we grow, the heightened expectations of regulatory agencies may expose us to additional regulatory risk and compliance costs.

The regulations that we are subject to at this time are generally tailored to institutions with less than $10 billion in total consolidated assets.

Should our total consolidated assets exceed the $10 billion threshold, we would be subject to additional regulatory requirements and supervisory oversight applicable to larger institutions.

These requirements are intended to enhance risk management, governance and compliance frameworks and may include minimum standards for the design and implementation of the risk management framework and heightened requirements relating to enterprise risk management, board oversight, data governance, compliance management systems, internal audit, vendor oversight and cybersecurity controls, as well as increased regulatory scrutiny from our primary federal and state banking regulators.

In addition, institutions with $10 billion or more in total consolidated assets are subject to supervision and examination by the CFPB with respect to applicable federal consumer financial laws and, beginning July 1 of the year following the calendar year in which the threshold is exceeded, to limitations on debit card interchange fees under the Durbin Amendment (subject to applicable exemptions).

Deposit insurance assessment methodologies may also differ for institutions above this asset threshold.

The regulatory framework applicable to institutions above the $10 billion threshold is subject to ongoing rulemaking activity and supervisory calibration.

Certain rules and standards applicable to larger institutions have been proposed, modified, delayed or challenged in court, and federal agencies have signaled an intent in some areas to streamline or tailor supervisory expectations.

The timing, scope and ultimate impact of regulatory requirements applicable to institutions above the $10 billion threshold therefore remain subject to change.

This evolving environment may create uncertainty in our compliance planning, capital allocation and operational investments and may require us to modify systems, policies and staffing as regulatory expectations develop.

While we have taken steps to enhance our risk management and compliance infrastructure in anticipation of future growth, our existing enterprise risk framework and related systems may not be fully scalable to meet applicable expectations without significant additional investment.

We may be required to incur substantial costs to upgrade systems, enhance internal controls and hire or train personnel with specialized expertise.

Failure to effectively implement and maintain required controls could subject us to increased supervisory scrutiny, enforcement actions or civil penalties which could materially and adversely affect our business, financial condition, results of operations, reputation and ability to pursue strategic growth initiatives.

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

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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, 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.

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Negative public opinion could damage our reputation and adversely impact our earnings and liquidity.

Reputational risk, or the risk to our business, earnings, liquidity and capital from negative public opinion, is inherent in our operations.

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 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 brand and adversely impact our results of operations and liquidity.

Brand impacts to strategic risk, including 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 reputational 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.

Financial companies are highly vulnerable to brand 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.

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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, which could result in negative public opinion about us or damage to our reputation.

We expend significant resources to comply with regulatory requirements, and the failure to comply with such regulations could result in reputational harm or significant legal or remedial costs.

Damage to our reputation could adversely affect our ability to retain and attract new customers and employees, expose us to litigation and regulatory action and adversely impact our earnings and liquidity.

A failure by any of these third-party service providers could cause a disruption in our operations which could result in negative public opinion about us or damage to our brand.

We expend significant resources to comply with regulatory requirements, and the failure to comply with such regulations could result in brand harm or significant legal or remedial costs.

Damage to our brand could adversely affect our ability to retain and attract new customers and employees, expose us to litigation and regulatory action and adversely impact our results of operations and liquidity.

Our ability to pay dividends on our common stock may be limited.

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Any decrease to or elimination of the dividends on our common stock could adversely affect the market price of our common stock.

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

ESG standards, expectations and norms are constantly changing.

There has been an increased focus from regulators, investors, customers, employees and other stakeholders concerning ESG practices and disclosure, including climate change, hiring practices, the diversity of the work force, diversity, equity and inclusion practices, racial and social justice issues and shareholder rights.

Environmental focus and concern over the effects of climate change have resulted in increased political and social initiatives directed toward climate change.

Governments have entered into international agreements with respect to climate change, and U.S.

federal and state legislatures, regulatory agencies and supervisory authorities, including those with oversight of financial institutions, have proposed initiatives seeking to mitigate the effects of climate change.

While many of the current regulatory proposals do not apply directly to S&T, continued focus on climate change may lead to the promulgation of new regulations or supervisory guidance applicable to S&T and, as a result, we may experience increased compliance costs and other compliance-related risks.

Furthermore, our customers could be impacted by regulatory initiatives focused on addressing and mitigating the effects of climate change resulting in an adverse impact on their financial condition and creditworthiness.

Depending on the nature of the initiative, the business impacted, and the composition of loan portfolio, our business and results of operations could be negatively impacted by climate change initiatives directed at our customers.

In January 2025, an executive order to withdraw the United States from the Paris Agreement was issued.

While it is not possible to predict the impact these actions may have on our business or the business of our customers, such actions could prompt more activity from state and local legislatures and administrative agencies to pass new laws or regulations on climate change that could adversely impact our business and the business of our customers.

Additionally, our business and the business of our customers could be negatively impacted by disruptions in economic activity resulting from the physical impacts of climate change.

Furthermore, new government regulations with respect to other ESG matters could also result 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.

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, cash flows, ability to do business with certain third parties and our stock price.

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

Certain federal actions have created a complex environment with respect to ESG.

Navigating the varying expectations of policy makers and other stakeholders may expose us to negative publicity, shareholder or other stakeholder engagement or potential enforcement or investigation by regulatory authorities, each of which could have an adverse impact on our business.

Although federal bank regulators have rescinded some prior ESG guidance and policies, new guidance and policies may be implemented in the 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 condition, cash flows, ability to do business with certain third parties and our stock price.

S&T BANCORP, INC.

3 unchanged sentences

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 reputation and the security provided by FDIC insurance, which combined, gives customers confidence in us.

Our ability to maintain a stable core deposit base is a function of our financial performance, our brand 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.

1 unchanged sentence

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 Federal Reserve Borrower-in-Custody Program, the FHLB of Pittsburgh and other short-term funding sources, including 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 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 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.

1 unchanged sentence

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.

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.

16 unchanged sentences

• 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 FRB;

financial system and the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve;

• additions or departures of key members of management;

7 unchanged sentences

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 reputational damage could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations.

Any financial liability or brand damage could have a material adverse effect on our business which in turn could have a material adverse effect on our financial condition and results of operations.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors