Item 8. Financial Statements and Supplementary Data
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements
Consolidated Balance Sheets
55
Consolidated Statements of Net Income
56
Consolidated Statements of Comprehensive Income
57
Consolidated Statements of Changes in Shareholders’ Equity
58
Consolidated Statements of Cash Flows
59
Notes to Consolidated Financial Statements
61
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB ID: 42 )
104
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
106
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S&T BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
(in thousands, except share and per share data) 2025 2024
ASSETS
Cash and due from banks, including interest-bearing deposits of $ 106,286 and $ 175,606 at December 31, 2025 and December 31, 2024
$ 163,436 $ 244,820
Securities available for sale, at fair value 987,659 987,591
Loans held for sale 1,010 —
Portfolio loans, net of unearned income 8,071,957 7,742,958
Allowance for credit losses ( 93,178 ) ( 101,494 )
Portfolio loans, net 7,978,779 7,641,464
Bank owned life insurance 85,421 85,012
Premises and equipment, net 43,855 45,033
Federal Home Loan Bank and other restricted stock, at cost 16,030 15,231
Goodwill 373,424 373,424
Other intangible assets, net 2,251 3,055
Other assets 219,115 262,342
Total Assets $ 9,870,980 $ 9,657,972
LIABILITIES
Deposits:
Noninterest-bearing demand $ 2,160,645 $ 2,185,242
Interest-bearing demand 790,278 812,768
Money market 2,196,998 2,040,285
Savings 862,118 877,859
Certificates of deposit 1,948,792 1,866,963
Total Deposits 7,958,831 7,783,117
Short-term borrowings 165,000 150,000
Long-term borrowings 50,815 50,896
Junior subordinated debt securities 49,478 49,418
Other liabilities 182,979 244,247
Total Liabilities 8,407,103 8,277,678
SHAREHOLDERS’ EQUITY
Common stock ($ 2.50 par value)
Authorized— 50,000,000 shares
Issued— 41,449,444 shares at December 31, 2025 and December 31, 2024
Outstanding— 37,402,705 shares at December 31, 2025 and 38,259,449 shares at December 31, 2024
103,623 103,623
Additional paid-in capital 412,969 411,785
Retained earnings 1,120,297 1,039,035
Accumulated other comprehensive loss ( 41,707 ) ( 76,992 )
Treasury stock — 4,046,739 shares at December 31, 2025 and 3,189,995 shares at December 31, 2024, at cost
( 131,305 ) ( 97,157 )
Total Shareholders’ Equity 1,463,877 1,380,294
Total Liabilities and Shareholders’ Equity $ 9,870,980 $ 9,657,972
See Notes to Consolidated Financial Statements
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S&T BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET INCOME
Twelve Months Ended December 31,
(dollars in thousands, except per share data) 2025 2024 2023
INTEREST AND DIVIDEND INCOME
Loans, including fees $ 472,713 $ 476,382 $ 443,124
Investment Securities:
Taxable 42,339 37,744 31,611
Tax-exempt 260 690 852
Dividends 1,178 1,056 2,314
Total Interest and Dividend Income
516,490 515,872 477,901
INTEREST EXPENSE
Deposits 154,570 159,411 92,836
Borrowings, junior subordinated debt securities and other 11,824 21,655 35,655
Total Interest Expense
166,394 181,066 128,491
NET INTEREST INCOME
350,096 334,806 349,410
Provision for credit losses 7,422 133 17,892
Net Interest Income After Provision for Credit Losses
342,674 334,673 331,518
NONINTEREST INCOME
Net loss on sale of securities
( 2,295 ) ( 7,938 ) —
Debit and credit card 18,303 18,263 18,248
Service charges on deposit accounts 16,433 16,273 16,193
Wealth management 12,447 12,259 12,186
Other 7,135 10,226 10,993
Total Noninterest Income
52,023 49,083 57,620
NONINTEREST EXPENSE
Salaries and employee benefits 127,647 121,990 111,462
Data processing and information technology 19,757 19,510 17,437
Occupancy 16,195 15,102 14,814
Furniture, equipment and software 13,513 13,559 12,912
Other taxes 7,601 7,452 6,813
Marketing 5,906 6,351 6,488
Professional services and legal 5,452 5,468 7,823
FDIC insurance 4,235 4,201 4,122
Other 26,451 25,305 28,463
Total Noninterest Expense
226,757 218,938 210,334
Income Before Taxes
167,940 164,818 178,804
Income tax expense 33,710 33,553 34,023
Net Income
$ 134,230 $ 131,265 $ 144,781
Earnings per share—basic $ 3.51 $ 3.43 $ 3.76
Earnings per share—diluted $ 3.49 $ 3.41 $ 3.74
Dividends declared per share $ 1.38 $ 1.33 $ 1.29
See Notes to Consolidated Financial Statements
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S&T BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Net Income $ 134,230 $ 131,265 $ 144,781
Available-for-Sale Debt Securities
Net change in fair value of available-for-sale debt securities 34,559 2,328 20,317
Tax effect ( 7,429 ) ( 458 ) ( 4,407 )
Net available-for-sale securities losses reclassified into earnings (1)
2,295 7,938 —
Tax effect ( 493 ) ( 1,563 ) —
Net effect on other comprehensive income 28,932 8,245 15,910
Interest Rate Swaps
Net change in fair value of interest rate swaps 397 ( 8,253 ) ( 5,753 )
Tax effect ( 85 ) 1,722 1,237
Net interest rate swap losses reclassified into earnings (2)
7,168 13,403 12,382
Tax effect ( 1,542 ) ( 2,796 ) ( 2,662 )
Net effect on other comprehensive income 5,938 4,076 5,204
Employee Benefit Plans
Adjustment to funded status of employee benefit plans 526 1,969 142
Tax effect ( 111 ) ( 381 ) ( 32 )
Net effect on other comprehensive income 415 1,588 110
Other Comprehensive Income 35,285 13,909 21,224
Comprehensive Income $ 169,515 $ 145,174 $ 166,005
(1) Reclassification adjustments are comprised of realized security losses. The realized losses have been recorded in net loss on sale of securities in the Consolidated Statements of Net Income.
(2) Reclassification adjustments have been recorded in loan interest income in the Consolidated Statements of Net Income.
See Notes to Consolidated Financial Statements
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S&T BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(dollars in thousands, except share and per share data)
Common
Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive Income (Loss) Treasury
Stock Total
Balance at January 1, 2023 $ 103,623 $ 406,283 $ 863,948 $ ( 112,125 ) $ ( 77,070 ) $ 1,184,659
Net income for the year ended December 31, 2023 — — 144,781 — — 144,781
Other comprehensive income, net of tax — — — 21,224 — 21,224
Impact of adoption of ASU 2022-02 — — ( 447 ) — — ( 447 )
Cash dividends declared ($ 1.29 per share)
— — ( 49,850 ) — — ( 49,850 )
Treasury stock issued for restricted stock awards ( 36,166 shares)
— ( 1,123 ) — — 1,123 —
Forfeitures of restricted stock awards ( 63,667 shares)
— — 1,172 — ( 1,970 ) ( 798 )
Repurchase of S&T stock ( 739,426 shares)
— — — — ( 19,998 ) ( 19,998 )
Recognition of restricted stock compensation expense — 3,874 — — — 3,874
Balance at December 31, 2023 $ 103,623 $ 409,034 $ 959,604 $ ( 90,901 ) $ ( 97,915 ) $ 1,283,445
Net income for the year ended December 31, 2024 — — 131,265 — — 131,265
Other comprehensive income, net of tax — — — 13,909 — 13,909
Impact of adoption of ASU 2023-02 — — ( 1,002 ) — — ( 1,002 )
Cash dividends declared ($ 1.33 per share)
— — ( 51,075 ) — — ( 51,075 )
Treasury stock issued for restricted stock awards ( 61,484 shares)
— ( 1,871 ) — — 1,871 —
Forfeitures of restricted stock awards ( 34,841 shares)
— — 243 — ( 1,113 ) ( 870 )
Recognition of restricted stock compensation expense — 4,622 — — — 4,622
Balance at December 31, 2024 $ 103,623 $ 411,785 $ 1,039,035 $ ( 76,992 ) $ ( 97,157 ) $ 1,380,294
Net income for the year ended December 31, 2025 — — 134,230 — — 134,230
Other comprehensive income, net of tax — — — 35,285 — 35,285
Cash dividends declared ($ 1.38 per share)
— — ( 52,968 ) — — ( 52,968 )
Treasury stock issued for restricted stock awards ( 136,450 shares)
— ( 4,160 ) — — 4,160 —
Forfeitures of restricted stock awards ( 44,924 shares)
— — — — ( 1,672 ) ( 1,672 )
Repurchase of S&T Stock ( 948,270 shares)
— — — — ( 36,636 ) ( 36,636 )
Recognition of restricted stock compensation expense — 5,344 — — — 5,344
Balance at December 31, 2025 $ 103,623 $ 412,969 $ 1,120,297 $ ( 41,707 ) $ ( 131,305 ) $ 1,463,877
See Notes to Consolidated Financial Statements
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S&T BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Twelve Months Ended December 31,
(dollars in thousands) 2025 2024 2023
OPERATING ACTIVITIES
Net income
$ 134,230 $ 131,265 $ 144,781
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses 7,422 133 17,892
Net depreciation, amortization and accretion 10,445 10,865 7,520
Net (accretion) amortization of discounts and premiums on securities
( 3,338 ) 2,837 4,666
Stock-based compensation expense 5,344 4,622 3,874
Loss on sale of securities
2,295 7,938 —
Deferred income taxes 175 ( 296 ) 601
(Gain) loss on sale of fixed assets
( 31 ) 196 ( 100 )
Gain on sale of loans, net
( 107 ) ( 69 ) ( 81 )
Loss (gain) on sale and fair value adjustments of other real estate owned, net
4 58 ( 3,898 )
Proceeds from the sale of mortgage loans 3,907 4,552 3,839
Mortgage loans originated for sale ( 4,810 ) ( 4,330 ) ( 3,895 )
Net change in:
Net (increase) decrease in interest receivable ( 226 ) 2,703 ( 7,094 )
Net (decrease) increase in interest payable
( 5,285 ) 4,998 17,763
Net decrease (increase) in other assets
35,193 ( 1,732 ) 14,311
Net (decrease) increase in other liabilities
( 51,602 ) 9,627 ( 28,430 )
Net Cash Provided by Operating Activities
$ 133,616 $ 173,367 171,749
INVESTING ACTIVITIES
Purchases of securities ( 142,389 ) ( 313,552 ) ( 99,583 )
Proceeds from maturities, prepayments and calls of securities 133,387 159,606 147,710
Proceeds from sales of securities 47,038 136,401 —
(Purchases) redemptions of Federal Home Loan Bank stock
( 799 ) 9,851 ( 2,047 )
Net increase in loans
( 360,472 ) ( 106,239 ) ( 492,795 )
Proceeds from sale of portfolio loans 17,486 8,923 11,641
Proceeds from sale of other real estate owned 42 131 7,051
Purchases of premises and equipment, net of proceeds from sales
( 4,768 ) ( 2,936 ) ( 5,509 )
Proceeds from life insurance settlement 1,739 1,003 1,696
Net payments from cash flow hedge ( 6,064 ) ( 11,480 ) ( 12,383 )
Net Cash Used in Investing Activities
( 314,800 ) ( 118,292 ) ( 444,219 )
FINANCING ACTIVITIES
Net increase (decrease) in demand, money market and savings deposits
93,885 ( 23,963 ) ( 345,260 )
Net increase in certificates of deposit
81,829 285,321 647,111
Net increase (decrease) in short-term borrowings 15,000 ( 265,000 ) 45,000
Proceeds from long-term borrowings — 50,000 25,000
Repayments on long-term borrowings ( 81 ) ( 38,381 ) ( 5,464 )
Repurchase of shares for taxes on restricted stock ( 1,672 ) ( 870 ) ( 798 )
Cash dividends paid to common shareholders ( 52,887 ) ( 50,974 ) ( 49,708 )
Repurchase of common stock ( 36,274 ) — ( 19,808 )
Net Cash Provided by (Used in) Financing Activities
99,800 ( 43,867 ) 296,073
Net (decrease) increase in cash and due from banks
( 81,384 ) 11,208 23,603
Cash and due from banks at beginning of period 244,820 233,612 210,009
Cash and Due From Banks at End of Period $ 163,436 $ 244,820 $ 233,612
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
(dollars in thousands) 2025 2024 2023
Supplemental Disclosures
Right of use assets obtained in exchange for lease obligations $ 2,400 $ 604 $ 2,009
Cash paid for interest $ 171,679 $ 176,068 $ 111,303
Cash paid for federal income taxes, net of refunds $ 25,050 $ 29,730 $ 36,886
Cash paid for state income taxes, net of refunds (1)
$ 1,235 $ — $ —
Transfers of loans to other real estate owned $ 95 $ 122 $ 163
(1) ASU 2023-09 was adopted on January 1, 2025 requiring cash paid for taxes, net of refunds to be shown separately for federal and state. This ASU was adopted on a prospective basis, therefore prior period amounts have not been adjusted. Cash paid for state taxes, net of refunds is included with cash paid for federal taxes, net of refunds for 2024 and 2023.
See Notes to Consolidated Financial Statements
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S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
S&T Bancorp, Inc., or S&T, was incorporated on March 17, 1983 under the laws of the Commonwealth of Pennsylvania as a bank holding company and has four active direct wholly owned subsidiaries, S&T Bank, 9th Street Holdings, Inc., STBA Capital Trust I and DNB Capital Trust II, and owns a 50 percent interest in Commonwealth Trust Credit Life Insurance Company, or CTCLIC.
We are presently engaged in non-banking activities through the following five entities: 9th Street Holdings, Inc.; S&T Bancholdings, Inc.; CTCLIC; S&T Insurance Group, LLC; and DN Acquisition Company, Inc. Our investment holding companies are 9th Street Holdings, Inc. and S&T Bancholdings, Inc. CTCLIC, which is a joint venture with another financial institution, acts as a reinsurer of credit life, accident and health insurance policies sold by S&T Bank and the other institution. S&T Insurance Group, LLC, through its subsidiaries, offers a variety of insurance products. DN Acquisition Company, Inc. was acquired with the DNB merger and was incorporated for the purpose of acquiring and holding other real estate owned, or OREO, acquired through foreclosure or deed in-lieu-of foreclosure, as well as bank-occupied real estate.
Accounting Policies
Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles, or GAAP. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosures of contingent assets and liabilities as of the dates of the balance sheets and revenues and expenses for the periods then ended. Actual results could differ from those estimates. Our significant accounting policies are described below.
Principles of Consolidation
The consolidated financial statements include the accounts of S&T and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. Investments of 20 percent to 50 percent of the outstanding common stock of investees are accounted for using the equity method of accounting.
Reclassification
Amounts in prior years' financial statements and footnotes are reclassified whenever necessary to conform to the current period presentation. Reclassifications had no effect on our results of operations or financial condition.
Business Combinations
We account for business combinations using the acquisition method of accounting. All identifiable assets acquired, liabilities assumed and any non-controlling interest in the acquiree are recognized and measured as of the acquisition date at fair value. We record goodwill for the excess of the purchase price over the fair value of net assets acquired. Results of operations of the acquired entities are included in the Consolidated Statements of Net Income from the date of acquisition.
Acquired loans are recorded at fair value on the date of acquisition with no carryover of the related allowance for credit losses, or ACL. Determining the fair value of acquired loans involves estimating the principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. In estimating the fair value of our acquired loans, we consider a number of factors including loss rates, internal risk rating, delinquency status, loan type, loan term, prepayment rates, recovery periods and the current interest rate environment. The premium or discount estimated through the loan fair value calculation is recognized into interest income on a level yield basis over the remaining life of the loans.
Acquired loans, including those acquired in a business combination, are evaluated to determine if they have experienced more-than-insignificant deterioration in credit quality since origination. When the condition exists, these loans are referred to as purchased credit deteriorated, or PCD. An allowance is recognized for a PCD loan by adding it to the purchase price or fair value in a business combination. There is no provision for credit losses, or PCL, recognized upon acquisition of a PCD loan since the initial allowance is established through the purchase accounting. After initial recognition, the accounting for a PCD loan follows the credit loss model that applies to that type of asset. Purchased financial loans that do not have a more-than-significant deterioration in credit quality since origination are accounted for in a manner consistent with originated loans. An ACL is recorded with a corresponding charge to PCL. Subsequent to the acquisition date, the methods utilized to estimate the required ACL for these loans is similar to the method used for originated loans.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair Value Measurements
We use fair value measurements when recording and disclosing certain financial assets and liabilities. Available-for-sale debt securities, equity securities, securities held in a deferred compensation plan and derivative financial instruments are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record other financial instruments at fair value on a nonrecurring basis, such as loans held for sale, loans individually evaluated, OREO and other repossessed assets, mortgage servicing rights, or MSRs, and certain other assets.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities; it is not a forced transaction. In determining fair value, we use various valuation approaches, including market, income and cost approaches. The fair value standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing an asset or liability which are developed based on market data we have obtained from independent sources. Unobservable inputs reflect our estimates of assumptions that market participants would use in pricing an asset or liability which are developed based on the best information available in the circumstances.
The fair value hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1: valuation is based upon unadjusted quoted market prices for identical instruments traded in active markets.
Level 2: valuation is based upon quoted market prices for similar instruments traded in active markets, quoted market prices for identical or similar instruments traded in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by market data.
Level 3: valuation is derived from other valuation methodologies, including discounted cash flow models and similar techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in determining fair value.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our policy is to recognize transfers between any of the fair value hierarchy levels at the end of the reporting period in which the transfer occurred.
The following are descriptions of the valuation methodologies that we use for financial instruments recorded at fair value on either a recurring or nonrecurring basis.
Recurring Basis
Available-for-Sale Debt Securities
We obtain fair values for debt securities from a third-party pricing service which utilizes several sources for valuing fixed-income securities. We validate prices received from our pricing service through comparison to a secondary pricing service and broker quotes. We review the methodologies of the pricing services which provide us with a sufficient understanding of the valuation models, assumptions, inputs and pricing to reasonably measure the fair value of our debt securities. The fair value of U.S. treasury securities are based on quoted market prices in active markets and are classified as Level 1. The market valuation sources for other debt securities include observable inputs rather than significant unobservable inputs and are classified as Level 2. The service provider utilizes pricing models that vary by asset class and include available trade, bid and other market information. Generally, the methodologies include broker quotes, proprietary models and extensive quality control programs.
Equity Securities
Marketable equity securities with quoted prices in active markets for identical assets are classified as Level 1. Marketable equity securities in markets that are not active are classified as Level 2.
Securities Held in a Deferred Compensation Plan
Securities Held in a Deferred Compensation Plan are reported at fair value with the gains and losses included in other noninterest income in our Consolidated Statements of Net Income. These assets are held in a deferred compensation plan and are invested in readily quoted mutual funds. Accordingly, these assets are classified as Level 1. Deferred compensation plan assets are reported in other assets in the Consolidated Balance Sheets.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivative Financial Instruments
We use derivative instruments, including interest rate swaps that qualify as cash flow hedges, interest rate swaps for commercial loans with our customers, interest rate lock commitments and forward commitments related to the sale of mortgage loans in the secondary market. We calculate the fair value for derivatives using accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. Each valuation considers the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, such as interest rate curves and implied volatilities. We incorporate credit valuation adjustments into the valuation models to appropriately reflect both our own nonperformance risk and the respective counterparties’ nonperformance risk in calculating fair value measurements. We consider the impact of master netting agreements and collateral postings with our counterparties to determine the credit valuation adjustment. Interest rate swaps are classified as Level 2. Interest rate lock commitments and forward commitments related to mortgage loans are classified as Level 3 due to significant unobservable inputs.
Nonrecurring Basis
Loans Held for Sale
Loans held for sale consist of 1-4 family residential loans originated for sale in the secondary market and, from time to time, certain loans transferred from the loan portfolio to loans held for sale, all of which are carried at the lower of cost or fair value. When the fair value of a loan held for sale is less than its cost, the loan is written down to fair value. In such cases, fair value is based on the principal or most advantageous market currently offered for similar loans using observable market data. Loans held for sale marked to fair value are classified as Level 2 if the fair value is determined using a sales or market approach and Level 3 if the fair value is determined using an income approach.
Loans Individually Evaluated
Loans that are individually evaluated to determine whether a specific allocation of ACL is needed are reported at the lower of amortized cost or fair value. Fair value is determined using either discounted cash flow, the loan’s observable market price or the fair value of the collateral less estimated selling costs when the loan is collateral dependent and we expect to liquidate the collateral. However, if repayment is expected to come from the operation of the collateral, rather than liquidation, then we do not consider estimated selling costs in determining the fair value of the collateral. Collateral values are generally based upon appraisals by approved, independent state certified appraisers. Appraisals may be discounted based on our historical knowledge, changes in market conditions from the time of appraisal or our knowledge of the borrower and the borrower’s business. If the fair value of loans individually evaluated is determined based on an independent, market based appraisal that uses market observable inputs it is classified as Level 2. If the fair value of loans individually evaluated is determined using an internal valuation, such as discounted cash flow, it is classified as Level 3.
OREO and Other Repossessed Assets
OREO and other repossessed assets obtained in partial or total satisfaction of a loan are recorded at fair value less cost to sell. Fair value, when recorded, is generally based upon appraisals by approved, independent state certified appraisers. Appraisals on OREO may be discounted based on our historical knowledge, changes in market conditions from the time of appraisal or other information available to us. If the fair value for OREO is determined based on an independent, market-based appraisal with market observable inputs it is classified as Level 2. If the fair value for OREO is determined using an internal valuation, it is classified as Level 3.
Mortgage Servicing Rights
MSRs are reported using the amortization method and are evaluated for impairment quarterly by comparing the carrying value to the fair value of the MSRs. The fair value of MSRs is determined by calculating the present value of estimated future net servicing cash flows, considering expected mortgage loan prepayment rates, discount rates, servicing costs and other economic factors which are determined based on current market conditions. The expected rate of mortgage loan prepayments is the most significant factor driving the value of MSRs. MSRs are considered impaired if the carrying value exceeds fair value. The valuation model includes significant unobservable inputs; therefore, MSRs are classified as Level 3 when marked to fair value.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial Instruments
Fair value accounting guidance requires disclosure of the fair value of all of an entity’s assets and liabilities that are considered financial instruments. The majority of our assets and liabilities are considered financial instruments. Many of these instruments lack an available trading market as characterized by a willing buyer and willing seller engaged in an exchange transaction. Also, it is our general practice and intent to hold our financial instruments to maturity and to not engage in trading or sales activities with respect to such financial instruments. For fair value disclosure purposes, we substantially utilize the fair value measurement criteria as required and explained above. In cases where quoted fair values are not available, we use present value methods to determine the fair value of our financial instruments.
Cash and Cash Equivalents
The carrying amounts reported in the Consolidated Balance Sheets for cash and due from banks, including interest-bearing deposits approximate fair value.
Loans
Our methodology to fair value loans includes an exit price notion. The fair value of loans is estimated using discounted cash flow analyses that utilize interest rates currently being offered for similar loans and adjusted for liquidity and credit risk. The valuation models include significant unobservable inputs; therefore, loans are classified as Level 3. The carrying amount of interest receivable approximates fair value.
Federal Home Loan Bank, or FHLB, and Other Restricted Stock
It is not practical to determine the fair value of our FHLB and other restricted stock due to the restrictions placed on the transferability of these stocks; it is presented at carrying value.
Collateral Receivable
Collateral receivable is cash that is made available to counterparties as collateral for our interest rate swaps. The carrying amount included in other assets in our Consolidated Balance Sheets approximates fair value.
Deposits
The fair values disclosed for deposits without defined maturities (e.g., noninterest and interest-bearing demand, money market and savings accounts) are by definition equal to the amounts payable on demand. Deposits without defined maturities are classified as Level 1. The carrying amounts for variable rate, fixed-term time deposits approximate their fair values. Estimated fair values for fixed rate and other time deposits are based on discounted cash flow analysis using interest rates currently offered for time deposits with similar terms. Fixed rate and other time deposits are classified as Level 2. The carrying amount of accrued interest approximates fair value.
Short-Term Borrowings
The carrying amounts of short-term borrowings approximate their fair values. Fair values are based on observable inputs in a secondary market; therefore, these are classified as Level 2.
Long-Term Borrowings
The fair values disclosed for fixed rate long-term borrowings are determined by discounting their contractual cash flows using current interest rates for long-term borrowings of similar remaining maturities. The carrying amounts of variable rate long-term borrowings approximate their fair values. Fair values are based on observable inputs in a secondary market; therefore, these are classified as Level 2.
Junior Subordinated Debt Securities
The interest rate on the variable rate junior subordinated debt securities is reset quarterly; therefore, the carrying values approximate their fair values. Fair values are based on observable inputs in a secondary market; therefore, these are classified as Level 2.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Collateral Payable
Collateral payable is cash that is received from counterparties as collateral for our cash flow hedges and interest rate swaps. The carrying amount included in other liabilities in our Consolidated Balance Sheets approximates fair value.
Cash and Cash Equivalents
We consider cash and due from banks, interest-bearing deposits with banks and federal funds sold as cash and cash equivalents.
Securities
We determine the appropriate classification of securities at the time of purchase. Debt securities are classified as available-for-sale with the intent to hold for an indefinite period of time, but may be sold in response to changes in interest rates, prepayment risk, liquidity needs or other factors.
A determination will be made on whether a decline in the fair value below the amortized cost basis is due to credit-related factors or noncredit-related factors. Any impairment that is not credit-related is recognized in Other Comprehensive Income (Loss), or OCI, net of applicable taxes. Credit-related impairment is recognized as an ACL on the balance sheet with a corresponding adjustment to provision for credit losses in the Consolidated Statements of Net Income. Both the allowance and the adjustment to net income can be reversed if conditions change. Our policy for credit impairment within the available-for-sale debt securities portfolio is based upon a number of factors, including but not limited to, the financial condition of the underlying issuer, the ability of the issuer to meet contractual obligations, the likelihood of the security’s ability to recover any decline in its estimated fair value and whether management intends to sell the security or if it is more likely than not that management will be required to sell the investment security prior to the security’s recovery of any decline in its estimated fair value.
Realized gains and losses on the sale of these securities are determined using the specific-identification method and are recorded within noninterest income in the Consolidated Statements of Net Income. Bond premiums are amortized to the call date, if any, and bond discounts are accreted to the maturity date, both on a level yield basis.
Equity securities are measured at fair value with net unrealized gains and losses recognized in other noninterest income in the Consolidated Statements of Net Income.
Loans Held for Sale
Loans held for sale consist of 1-4 family residential loans originated for sale in the secondary market and, from time to time, certain loans transferred from the loan portfolio to loans held for sale, all of which are carried at the lower of cost or fair value. If a loan is transferred from the loan portfolio to the held for sale category, any write-down in the carrying amount of the loan at the date of transfer is recorded as a charge-off against the ACL. Subsequent declines in fair value are recognized as a charge to other noninterest income. When a loan is placed in the held for sale category, we stop amortizing the related deferred fees and costs. The remaining unamortized fees and costs are recognized as part of the cost basis of the loan at the time it is sold. Gains and losses on sales of mortgage loans held for sale are included in other noninterest income in the Consolidated Statements of Net Income.
Loans
Loans are reported at the principal amount outstanding net of unearned income. Unearned income consists of net deferred loan origination fees and costs and a discount or premium on acquired loans. Loan origination fees and direct loan origination costs are deferred and amortized as an adjustment of loan yield over the lives of the loans without consideration of anticipated prepayments. If a loan is paid off, the remaining unaccreted or unamortized net origination fees and costs are immediately recognized into income. Accretion of discounts and amortization of premiums on loans are included in interest income in the Consolidated Statements of Net Income. Interest is accrued and interest income is recognized on loans as earned.
Closed-end installment loans, amortizing loans secured by real estate and any other loans with payments scheduled monthly are reported past due when the borrower is in arrears two or more monthly payments. Other multi-payment obligations with payments scheduled other than monthly are reported past due when one scheduled payment is due and unpaid for 30 days or more.
Generally, consumer loans are charged off against the ACL upon the loan reaching 90 days past due. Commercial loans are charged off as management becomes aware of facts and circumstances that raise doubt as to the collectability of all or a portion of the principal and when a confirmed loss exists.
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Nonaccrual Loans
We stop accruing interest on a loan when the borrower’s payment is 90 days past due. Loans are also placed on nonaccrual status when we have doubt about the borrower’s ability to comply with contractual repayment terms, even if payment is not past due. When the interest accrual is discontinued, all unpaid accrued interest is reversed against interest income. As a general rule, a nonaccrual loan may be restored to accrual status when its principal and interest is paid current and the bank expects repayment of the remaining contractual principal and interest, or when the loan otherwise becomes well secured and in the process of collection.
Allowance for Credit Losses
The ACL is a valuation reserve established and maintained by charges against operating income and is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the ACL when they are deemed uncollectible. The ACL is an estimate of expected credit losses, measured over the contractual life of a loan, that considers our historical loss experience, current conditions and forecasts of future economic conditions. Determination of an appropriate ACL is inherently subjective and the ACL may change significantly from period to period.
The methodology for determining the ACL has two main components: evaluation of expected credit losses for certain groups of homogeneous loans that share similar risk characteristics and evaluation of loans that do not share similar risk characteristics with other loans and are individually evaluated.
The ACL for homogeneous loans is calculated using a life-time loss rate methodology with both a quantitative and a qualitative analysis that is applied on a quarterly basis. The ACL model is comprised of six distinct portfolio segments: 1) Commercial Construction, 2) Commercial Real Estate, or CRE, 3) Commercial and Industrial, or C&I, 4) Business Banking, 5) Consumer Real Estate and 6) Other Consumer. Each segment has a distinct set of risk characteristics monitored by management. We further evaluate the ACL at a disaggregated level which includes type of collateral and our internal risk rating system for the commercial and business banking segments and type of collateral, lien position and FICO score, for the consumer segments. Historical credit loss experience is the basis for the estimation of expected credit losses. Our quantitative model uses historical data back to the second quarter of 2009. We apply historical loss rates to pools of loans with similar risk characteristics. After consideration of the quantitative loss calculation, management applies qualitative adjustments to reflect the current conditions and reasonable and supportable forecasts not already reflected in the historical loss information at the balance sheet date. Our reasonable and supportable forecast is for a period of two years and is based on the unemployment forecast and management judgment. For periods beyond our two-year reasonable and supportable forecast, we revert to historical loss rates utilizing a straight-line method over a one year reversion period. The qualitative adjustments for current conditions are based upon changes in lending policies and practices, experience and ability of lending staff, quality of the bank’s loan review system, value of underlying collateral, the existence of and changes in concentrations, other external factors and segment specific risks. These modified historical loss rates are multiplied by the outstanding principal balance of each loan to calculate a required reserve.
The ACL for individual loans begins with the use of normal credit review procedures to identify whether a loan no longer shares similar risk characteristics with other pooled loans and therefore, should be individually assessed. We evaluate all commercial loans greater than $ 1.0 million that meet the following criteria: 1) when it is determined that foreclosure is probable, 2) substandard, doubtful and nonaccrual loans when repayment is expected to be provided substantially through the operation or sale of the collateral, or 3) when it is determined by management that a loan does not share similar risk characteristics with other loans. Specific reserves are established based on the following three acceptable methods for measuring the ACL: 1) the present value of expected future cash flows discounted at the loan’s original effective interest rate; 2) the loan’s observable market price; or 3) the fair value of the collateral when the loan is collateral dependent. Our individual loan evaluations consist primarily of the fair value of collateral method because most of our loans are collateral dependent. Collateral values are discounted to consider disposition costs when appropriate. A specific reserve is established or a charge-off is taken if the fair value of the loan is less than the loan balance.
Our ACL Committee meets quarterly to verify the overall appropriateness of the ACL. Additionally, on an annual basis, the ACL Committee meets to validate our ACL methodology. This validation includes reviewing the loan segmentation, critical model assumptions, forecast and the qualitative framework. As a result of this ongoing monitoring process, we may make changes to our ACL to be responsive to the economic environment.
Bank Owned Life Insurance
We have purchased life insurance policies on certain executive officers and employees. We receive the cash surrender value of each policy upon its termination or benefits are payable to us upon the death of the insured. Changes in net cash surrender value are recognized in other noninterest income in the Consolidated Statements of Net Income.
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Premises and Equipment
Premises and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. Maintenance and repairs are charged to expense as incurred, while improvements that extend an asset’s useful life are capitalized and depreciated over the estimated remaining life of the asset. Land is carried at cost. Depreciation expense is computed using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes over the estimated useful lives of the particular assets. Buildings have useful lives of 25 years, furniture and fixtures, computer equipment and software, other equipment and vehicles have useful lives of 5 years. Leasehold improvements are depreciated at the lesser of the estimated useful life of the asset (generally 15 years unless established otherwise) or the remaining term of the lease, including renewal options in the lease that are reasonably assured of being exercised. Depreciation expense is included in occupancy on the Consolidated Statements of Net Income. Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. No events or changes in circumstances occurred during the years ended December 31, 2025 and 2024.
Right-of-Use Assets and Lease Liabilities
We determine if a contract is or contains a lease at inception. Leases are classified as either finance or operating leases. We recognize leases in our Consolidated Balance Sheets as right-of-use, or ROU, assets and related lease liabilities. Finance ROU assets are included in premises and equipment and related finance lease liabilities are included in long-term borrowings. Interest on finance lease liabilities is included in borrowings interest expense in our Consolidated Statements of Net Income. Operating lease ROU assets are included in other assets and related operating lease liabilities are included in other liabilities and lease and amortization expenses are included in occupancy expense in our Consolidated Statements of Net Income. Our lease liability is calculated as the present value of the lease payments over the lease term discounted using our estimated incremental borrowing rate with similar terms at commencement date. Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise those options. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term for operating leases. Interest and amortization expenses are recognized for finance leases over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the lease term in occupancy in our Consolidated Statements of Net Income. Lease and non-lease components are accounted for as a single lease component in our Consolidated Balance Sheet.
Restricted Investment in Bank Stock
FHLB stock is carried at cost and evaluated for impairment based on the ultimate recoverability of the par value. We hold FHLB stock because we are a member of the FHLB of Pittsburgh. The FHLB requires members to purchase and hold a specified level of FHLB stock based upon on the member's asset value, level of borrowings and participation in other programs offered. Stock in the FHLB is non-marketable and is redeemable at the discretion of the FHLB. Members do not purchase stock in the FHLB for the same reasons that traditional equity investors acquire stock in an investor-owned enterprise. Rather, members purchase stock to obtain access to the low-cost products and services offered by the FHLB. Unlike equity securities of traditional for-profit enterprises, the stock of the FHLB does not provide its holders with an opportunity for capital appreciation because, by regulation, FHLB stock can only be purchased, redeemed and transferred at par value. Both cash and stock dividends are reported as income in dividends within investment securities in the Consolidated Statements of Net Income. FHLB stock is evaluated for impairment when events and circumstance indicate that impairment could exist.
Goodwill and Other Intangible Assets
As a result of acquisitions, we have recorded goodwill and identifiable intangible assets in our Consolidated Balance Sheets. Goodwill represents the excess of the purchase price over the fair value of net assets acquired. We have one reportable segment.
The carrying value of goodwill is tested annually for impairment each October 1st or more frequently if events and circumstances indicate that it may be impaired. A qualitative assessment is performed to determine whether it is more likely than not that the reporting unit's fair value is less than its carrying value. The qualitative assessment considers, among other factors, macroeconomic conditions, industry and market trends, changes in interest rates and regulatory conditions, overall financial performance relative to forecasts, changes in operating costs, entity‑specific events and changes in the carrying amount of the reporting unit. We perform a quantitative impairment test only if we conclude that it is more likely than not that a reporting unit's fair value is less than the carrying amount. Determining the fair value of a reporting unit is judgmental and involves the use of significant estimates and assumptions. The fair value of the reporting unit is determined by using both a discounted cash flow model and a market based model. The discounted cash flow model has many assumptions including future earnings projections, a long-term growth rate and discount rate. The market based model calculates fair value based on
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observed price multiples for similar companies. The fair values of each method are then weighted based on relevance and reliability in the current economic environment.
We determine the amount of identifiable intangible assets based upon independent core deposit and insurance contract valuations at the time of acquisition. Intangible assets with finite useful lives, consisting primarily of core deposit and customer list intangibles, are amortized using straight-line or accelerated methods over their estimated weighted average useful lives, ranging from 10 to 20 years. Intangible assets with finite useful lives are evaluated for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. No such events or changes in circumstances occurred during the years ended December 31, 2025 and 2024.
Variable Interest Entities
Variable interest entities, or VIEs, are legal entities that generally either do not have equity investors with voting rights or that have equity investors that do not provide sufficient financial resources for the entity to support its activities. When an enterprise has both the power to direct the economic activities of the VIE and the obligation to absorb losses of the VIE or the right to receive benefits of the VIE, the entity has a controlling financial interest in the VIE. A VIE often holds financial assets, including loans, receivables or other property. The company with a controlling financial interest, the primary beneficiary, is required to consolidate the VIE into its Consolidated Balance Sheets. S&T has two wholly-owned trust subsidiaries, STBA Capital Trust I and DNB Capital Trust II, or the Trusts, for which it does not absorb a majority of expected losses or receive a majority of the expected residual returns. DNB Capital Trust II was acquired with the DNB merger. At inception, these Trusts issued floating rate trust preferred securities to the Trustees and used the proceeds from the sale to invest in junior subordinated debt securities issued by us. The Trusts pay dividends on the trust preferred securities at the same rate as the interest we pay on the junior subordinated debt held by the Trusts. The Trusts are VIEs with the third-party investors as their primary beneficiaries, and accordingly, the Trusts and their net assets are not included in our consolidated financial statements. However, the junior subordinated debt securities issued by S&T are included in liabilities in our Consolidated Balance Sheets.
Tax Credit Equity Investments
We have made investments directly in Low Income Housing Tax Credit, or LIHTC, partnerships formed with third parties. As a limited partner in these operating partnerships, we receive tax credits and tax deductions for losses incurred by the underlying properties. These investments are amortized in proportion to the income tax credits and other income tax benefits received. Our investments in Low Income Housing Partnerships, or LIHPs, represent unconsolidated VIEs and the assets and liabilities of the partnerships are not recorded on our balance sheet. We have determined that we are not the primary beneficiary of these VIEs because we do not have the power to direct the activities that most significantly impact the economic performance of the partnership nor do we have both the obligation to absorb expected losses and the right to receive benefits. We adopted ASU 2023-02, Accounting for Investments in Tax Credit Structures Using the proportional amortization method, or PAM, effective January 1, 2024 and elected to utilize PAM to account for these partnerships. As a result, these investments are recorded in other assets and the remaining funding commitment is recorded in other liabilities in our Consolidated Balance Sheets. Amortization expense is included in income tax expense in the Consolidated Statements of Net Income. Prior to adopting PAM, the cost method was used to account for these partnerships. These investments are included in other assets in our Consolidated Balance Sheets and amortization expense is included in other noninterest expense in the Consolidated Statements of Net Income for 2023.
OREO and Other Repossessed Assets
OREO and other repossessed assets are included in other assets in the Consolidated Balance Sheets and are comprised of properties acquired through foreclosure proceedings or acceptance of a deed in lieu of a foreclosure. OREO and other repossessed assets are recorded at fair value less cost to sell at the time of acquisition and when subsequent declines in fair value occur. Subsequent declines in the fair value of OREO are recorded through a valuation allowance. Subsequent increases in the fair value reduce the valuation allowance, but only to the amount that does not exceed the OREO foreclosure date cost basis. Loan losses arising from the acquisition of any such property initially are charged against the ACL. Gains or losses realized upon disposition of these assets are recorded in other noninterest income or expense in the Consolidated Statements of Net Income depending on whether the net position is a gain or loss.
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Securities Held in a Deferred Compensation Plan
A nonqualified deferred compensation plan is offered to certain management employees providing an opportunity to continue to defer income on a tax deferred basis in excess of annual contribution or compensation limits for qualified plans. The plan assets are held in a grantor trust, are legal assets of S&T and are beneficially owned by the participants. The assets are available to satisfy the claims of general creditors in the event we would need to file bankruptcy. Securities held in the nonqualified deferred compensation plan are recorded in other assets in the Consolidated Balance Sheets at fair value. A corresponding deferred compensation liability is recorded in other liabilities in the Consolidated Balance Sheets. Gains and losses related to the change in value of plan assets and the deferred compensation liability offset resulting in no impact to net income.
Mortgage Servicing Rights
MSRs are recognized as separate assets when a mortgage loan is sold. When initially recorded, MSRs represent the estimated fair value of future net cash flows expected to be realized for performing the servicing activities. The fair value of the MSRs is estimated by calculating the present value of estimated future net servicing cash flows, considering expected mortgage loan prepayment rates, discount rates, servicing costs and other economic factors which are determined based on current market conditions. The expected rate of mortgage loan prepayments is the most significant factor driving the value of MSRs. Increases in mortgage loan prepayments reduce estimated future net servicing cash flows because the life of the underlying loan is reduced. MSRs are reported in other assets in the Consolidated Balance Sheets and are amortized into other noninterest income in the Consolidated Statements of Net Income in proportion to, and over the period of, the estimated future net servicing income of the underlying mortgage loans.
MSRs are evaluated for impairment based on the estimated fair value of those rights. MSRs are stratified by certain risk characteristics, primarily loan term and note rate. If temporary impairment exists within a risk stratification tranche, a valuation allowance is established through a charge to income equal to the amount by which the carrying value exceeds the estimated fair value. If it is later determined that all or a portion of the temporary impairment no longer exists for a particular tranche, the valuation allowance is reduced.
Derivative Financial Instruments
Derivatives are recognized as either other assets or other liabilities on the balance sheet at fair value. All derivatives are evaluated at inception to determine whether it is a hedging or non-hedging activity. The accounting for changes in the fair value of derivatives depends on whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting based on whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.
Pursuant to our agreements with various financial institutions, we may receive collateral or may be required to post collateral based upon mark-to-market positions. Beyond unsecured threshold levels, collateral in the form of cash or securities may be made available to counterparties of interest rate swap transactions. Interest income on collateral receivable is included in loan interest income in the Consolidated Statements of Net Income. Interest expense on collateral payable is included in borrowings, junior subordinated debt securities and other interest expense in the Consolidated Statements of Net Income.
Derivatives contain an element of credit risk, the possibility that we will incur a loss because a counterparty, which may be a financial institution or a customer, fails to meet its contractual obligations. All derivative contracts with financial institutions may be executed only with counterparties approved by our Asset and Liability Committee, or ALCO, and derivatives with customers may only be executed with customers within credit exposure limits approved in accordance with our credit policy. We have entered into agreements with counterparty financial institutions which include master netting agreements that provide for the net settlement of all contracts with a single counterparty in the event of default. We elect, however, to account for all derivatives with counterparty institutions on a gross basis in the Consolidated Balance Sheets.
Interest Rate Swaps Designated as Hedging Instruments
As part of our interest rate risk management strategy, we use interest rate swaps to add stability to interest income and to manage exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of fixed-rate amounts from a counterparty in exchange for making variable rate payments over the life of the agreements without exchange of the underlying notional amount.
Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the earnings effect of the hedged forecasted transactions in a cash flow hedge. As long as the cash flow hedge continues to qualify for hedge accounting, the entire change in the fair value of the hedging instrument is recognized in Accumulated OCI, net of applicable taxes, and
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reclassified into loan interest income as interest payments are received. The change in the fair value is included in the change in other liabilities in the Consolidated Statements of Cash Flows.
Interest Rate Contracts with Customers
Interest rate swaps are contracts in which a series of interest rate flows (fixed and variable) are exchanged over a prescribed period. The notional amounts on which the interest payments are based are not exchanged. These derivative positions relate to transactions in which we enter into an interest rate swap with a commercial customer, while at the same time entering into an offsetting interest rate swap with another financial institution. In connection with each transaction, we agree to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on the same notional amount at a fixed rate. At the same time, we agree to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows our customer to effectively convert a variable rate loan to a fixed rate loan, while we continue to receive a variable amount of interest on the loan. These agreements could have floors or caps on the contracted interest rates.
Interest rate swaps with customers and the corresponding offsetting interest rate swap with a financial institution are considered derivatives, but are not accounted for using hedge accounting. As such, changes in the estimated fair value of the derivatives are recorded in current earnings and included in other noninterest income in the Consolidated Statements of Net Income and included in the change in other assets and other liabilities in the Consolidated Statements of Cash Flows.
Interest Rate Lock Commitments and Forward Sale Contracts
In the normal course of business, we sell originated mortgage loans into the secondary mortgage loan market. We also offer interest rate lock commitments to potential borrowers. The commitments are generally for a period of 60 days and guarantee a specified interest rate for a loan if underwriting standards are met, but the commitment does not obligate the potential borrower to close on the loan. Accordingly, some commitments expire prior to becoming loans. We may encounter pricing risks if interest rates increase significantly before the loan can be closed and sold. We may utilize forward sale contracts in order to mitigate this pricing risk. Whenever a customer desires these products, a mortgage originator quotes a secondary market rate guaranteed for that day by the investor. The rate lock is executed between the mortgagee and us and in turn a forward sale contract may be executed between us and the investor. Both the rate lock commitment and the corresponding forward sale contract for each customer are considered derivatives, but are not accounted for using hedge accounting. As such, changes in the estimated fair value of the derivatives during the commitment period are recorded in current earnings and included in other noninterest income in the Consolidated Statements of Net Income.
Treasury Stock
The repurchase of our common stock is recorded at cost. Broker fees or commissions and an excise tax equal to one percent of the fair value of shares purchased are included in the cost of treasury stock. The excise tax is reduced by the fair market value of any reissuance of treasury stock occurring in the same taxable year. At the time of reissuance, the treasury stock account is reduced using the average cost method. Gains and losses on the reissuance of common stock are recorded in additional paid-in capital.
Revenue Recognition - Contracts with Customers
We earn revenue from contracts with our customers when we have completed our performance obligations and recognize that revenue when services are provided to our customers. Our contracts with customers are primarily in the form of account agreements. Generally, our services are transferred at a point in time in response to transactions initiated and controlled by our customers under service agreements with an expected duration of one year or less. Our customers have the right to terminate their service agreements at any time.
We do not defer incremental direct costs to obtain contracts with customers that would be amortized in one year or less. These costs are primarily salaries and employee benefits recognized as expense in the period incurred.
Service charges on deposit accounts - We recognize monthly service charges for both commercial and personal banking customers based on account fee schedules. Our performance obligation is generally satisfied and the related revenue recognized at a point in time or over time when the services are provided. Other fees are earned based on specific transactions or customer activity within the customers' deposit accounts. These are earned at the time the transaction or customer activity occurs.
Debit and credit card services - Interchange fees are earned whenever debit and credit cards are processed through third-party card payment networks. ATM fees are based on transactions by our customers' and other customers' use of our ATMs or other ATMs. Debit and credit card revenue is recognized at a point in time when the transaction is settled. Our performance obligation to our customers is generally satisfied and the related revenue is recognized at a point in time when the service is
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provided. Third-party service contracts include annual volume and marketing incentives which are recognized over a period of twelve months when we meet thresholds as stated in the service contract.
Wealth management services - Wealth management services are primarily comprised of fees earned from the management and administration of trusts, assets under administration and other financial advisory services. Generally, wealth management fees are earned over a period of time between monthly and annually, per the related fee schedules. Our performance obligations with our customers are generally satisfied when we provide the services as stated in the customers' agreements. The fees are based on a fixed amount or a scale based on the level of services provided or amount of assets under management.
Other fee revenue - Other fee revenue includes a variety of other traditional banking services such as, electronic banking fees, letters of credit origination fees, wire transfer fees, money orders, treasury checks, check sale fees and transfer fees. Our performance obligations are generally satisfied at a point in time and fee revenue is recognized when the services are provided or the transaction is settled.
Wealth Management Fees
Assets held in a fiduciary capacity by our subsidiary bank, S&T Bank, are not our assets and are therefore not included in our consolidated financial statements. Wealth management fee income is reported in the Consolidated Statements of Net Income on an accrual basis.
Stock-Based Compensation
Stock-based compensation includes restricted stock units which are measured using the fair value at the time of issuance. Compensation expense for time-based restricted stock is recognized ratably over the period during which the recipient is required to provide service in exchange for the award. A Monte Carlo simulation is used to estimate the fair value of performance-based restricted stock with a market condition. Compensation expense for performance-based restricted stock is recognized ratably over the remaining vesting period if the likelihood of meeting the performance measure is probable. We estimate expected forfeitures when stock-based awards are granted and record compensation expense only for awards that are expected to vest.
Pensions
The expense for S&T Bank’s qualified and nonqualified defined benefit pension plans is actuarially determined using the projected unit credit actuarial cost method. It requires us to make economic assumptions regarding future interest rates and asset returns and various demographic assumptions. We estimate the discount rate used to measure benefit obligations by applying the projected cash flow for future benefit payments to a yield curve of high-quality corporate bonds available in the marketplace and by employing a model that matches bonds to our pension cash flows. The expected return on plan assets is an estimate of the long-term rate of return on plan assets which is determined based on the current asset mix and estimates of return by asset class. We recognize in the Consolidated Balance Sheets an asset for the plan’s overfunded status in other assets or a liability for the plan’s underfunded status in other liabilities. Gains or losses related to changes in benefit obligations or plan assets resulting from experience different from that assumed are recognized as OCI in the period in which they occur. To the extent that such gains or losses exceed 10 percent of the greater of the projected benefit obligation or plan assets, they are recognized as a component of pension costs over the future service periods of actively employed plan participants. The funding policy for the qualified plan is to contribute an amount each year that is at least equal to the minimum required contribution, but not more than the maximum amount permissible for taxable plan sponsors. Our nonqualified plans are unfunded.
On January 25, 2016, the Board of Directors approved an amendment to freeze benefit accruals under the qualified and nonqualified defined benefit pension plans effective March 31, 2016. As a result, no additional benefits are earned by participants in those plans based on service or pay after March 31, 2016. The plan was previously closed to new participants effective December 31, 2007.
Marketing Costs
We expense all marketing-related costs, including advertising costs, as incurred.
Income Taxes
We estimate income tax expense based on amounts expected to be owed to the tax jurisdictions where we conduct business. On a quarterly basis, management assesses the reasonableness of our effective tax rate based upon our current estimate of the amount and components of net income, tax credits and the applicable statutory tax rates expected for the full year. We classify interest and penalties as an element of tax expense.
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Deferred income tax assets and liabilities are determined using the asset and liability method and are reported in other assets or other liabilities, as appropriate, in the Consolidated Balance Sheets. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax basis of assets and liabilities and recognizes enacted changes in tax rate and laws. When deferred tax assets are recognized, they are subject to a valuation allowance based on management’s judgment as to whether realization is more likely than not.
Accrued taxes represent the net estimated amount due to taxing jurisdictions and are reported in other assets or other liabilities, as appropriate, in the Consolidated Balance Sheets. We evaluate and assess the relative risks and appropriate tax treatment of transactions and filing positions after considering statutes, regulations, judicial precedent and other information and maintain tax accruals consistent with the evaluation of these relative risks and merits. Changes to the estimate of accrued taxes occur periodically due to changes in tax rates, interpretations of tax laws, the status of examinations being conducted by taxing authorities and changes to statutory, judicial and regulatory guidance. These changes, when they occur, can affect deferred taxes, accrued taxes and the current period’s income tax expense and can be significant to our operating results.
Tax positions are recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50 percent likely of being realized on examination. No tax benefit is recorded for tax positions not meeting the more likely than not test.
Earnings Per Share
Basic and diluted earnings per share, or EPS, are calculated using the more dilutive of either the treasury stock method or the two-class method. Under the treasury stock method, the weighted average number of common shares outstanding is increased by the potentially dilutive common shares. Under the two-class method unvested share-based payment awards that contain nonforfeitable rights to dividends are considered participating securities. Income allocated to common shareholders is then divided by the weighted average number of common shares outstanding during the period. Potentially dilutive common shares are related to restricted stock and are excluded from the basic EPS calculation.
Segments
We have one operating segment, Community Banking, based upon our current reporting structure at the consolidated level. The chief operating decision maker, or CODM, uses consolidated net income when allocating resources and making operating decisions. The accounting policies used to measure the profit and loss of the Community Banking segment are the same as those described in the summary of significant accounting policies. Significant expenses reviewed by the CODM are consistent with what is presented in the Consolidated Statements of Net Income. Expenses included within other expenses in the Consolidated Statements of Net Income include loan related expenses, travel and entertainment, telephone and contributions.
Recently Adopted Accounting Standards Updates, or ASU, or Updated
Income Taxes (Topic 740) Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to enhance the transparency and decision usefulness of the disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this update are effective for fiscal years beginning after December 15, 2024. We adopted ASU 2023-09 as of January 1, 2025 on a prospective basis. The adoption of this ASU had no impact to the consolidated financial statements. See supplemental disclosures in the Consolidated Statements of Cash Flows and Note 18 Income Taxes for additional disclosure requirements related the adoption of these amendments.
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Accounting Standards Issued But Not Yet Adopted
Income Statement (Subtopic 220-40)—Reporting Comprehensive Income—Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40)—Reporting Comprehensive Income—Expense Disaggregation Disclosures to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. This ASU will not impact our consolidated financial statements and we are currently evaluating the impact of the new disclosure requirements.
Interim Reporting (Topic 270)—Narrow-Scope Improvements
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270)—Narrow-Scope Improvements to improve the navigability of the required interim disclosures and clarify when the guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. The amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this update are effective for annual reporting period beginning after December 15, 2027, and interim reporting periods beginning after December 15, 2028. Early adoption is permitted. This ASU is not expected to have a material impact on disclosures.
NOTE 2. EARNINGS PER SHARE
Earnings per share is calculated using both the two-class and the treasury stock methods with the more dilutive method used to determine basic and diluted earnings per share. The treasury stock method was used to determine EPS in 2025 and the two-class method was used to determine EPS in 2024 and 2023. The two-class method is no longer applicable and shown for comparative purposes only.
The following table reconciles the numerators and denominators of basic and diluted EPS calculations for the periods presented:
Twelve Months Ended December 31,
(in thousands, except share and per share data) 2025 2024 2023
Numerator for Earnings per Share—Basic and Diluted:
Net income—Treasury Stock Method—Basic and Diluted
$ 134,230 $ 131,265 $ 144,781
Less: Income allocated to participating shares (1)
— 13 156
Net Income Allocated to Shareholders—Two-Class Method—Basic and Diluted
$ 134,230 $ 131,252 $ 144,625
Denominator for Earnings per Share—Treasury Stock Method:
Weighted Average Shares Outstanding—Basic 38,195,322 38,237,531 38,432,447
Add: Potentially dilutive shares 296,182 289,573 253,171
Denominator for Treasury Stock Method—Diluted 38,491,504 38,527,104 38,685,618
Denominator for Earnings per Share—Two-Class Method:
Weighted Average Shares Outstanding—Basic 38,195,322 38,237,531 38,432,447
Add: Average participating shares outstanding (1)
— 286,157 222,958
Denominator for Two-Class Method—Diluted 38,195,322 38,523,688 38,655,405
Earnings per share—basic $ 3.51 $ 3.43 $ 3.76
Earnings per share—diluted $ 3.49 $ 3.41 $ 3.74
Restricted stock considered anti-dilutive excluded from potentially dilutive shares 27 190 293
(1) Two-class method not applicable in 2025.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3. FAIR VALUE MEASUREMENTS
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The following tables present our assets and liabilities that are measured at fair value on a recurring basis by fair value hierarchy level at the dates presented:
December 31, 2025
(dollars in thousands) Level 1 Level 2 Level 3 Total
ASSETS
Available-for-sale debt securities:
U.S. Treasury securities $ 84,507 $ — $ — $ 84,507
Collateralized mortgage obligations of U.S. government corporations and agencies (1)
— 624,263 — 624,263
Residential mortgage-backed securities of U.S. government corporations and agencies (1)
— 31,336 — 31,336
Commercial mortgage-backed securities of U.S. government corporations and agencies — 241,262 — 241,262
Obligations of states and political subdivisions — 4,909 — 4,909
Total Available-for-Sale Debt Securities 84,507 901,770 — 986,277
Equity securities 1,382 — — 1,382
Total Securities Available for Sale 85,889 901,770 — 987,659
Securities held in a deferred compensation plan 14,212 — — 14,212
Derivative financial assets:
Interest rate swap contracts - commercial loans — 33,669 — 33,669
Interest rate lock commitments - mortgage loans — — 81 81
Total Assets $ 100,101 $ 935,439 $ 81 $ 1,035,621
LIABILITIES
Derivative financial liabilities:
Interest rate swap contracts - commercial loans $ — $ 33,990 $ — $ 33,990
Interest rate swap contracts - cash flow hedge — 2,024 — 2,024
Total Liabilities $ — $ 36,014 $ — $ 36,014
(1) Collateralized mortgage obligations and residential mortgage backed securities consist primarily of securities guaranteed by Fannie Mae, Freddie Mac and Ginnie Mae.
December 31, 2024
(dollars in thousands) Level 1 Level 2 Level 3 Total
ASSETS
Available-for-sale debt securities:
U.S. Treasury securities $ 92,768 $ — $ — $ 92,768
Obligations of U.S. government corporations and agencies — 15,071 — 15,071
Collateralized mortgage obligations of U.S. government corporations and agencies (1)
— 596,284 — 596,284
Residential mortgage-backed securities of U.S. government corporations and agencies (1)
— 33,207 — 33,207
Commercial mortgage-backed securities of U.S. government corporations and agencies — 224,798 — 224,798
Obligations of states and political subdivisions — 24,287 — 24,287
Total Available-for-Sale Debt Securities 92,768 893,647 — 986,415
Equity securities 1,176 — — 1,176
Total Securities Available for Sale 93,944 893,647 — 987,591
Securities held in a deferred compensation plan 10,876 — — 10,876
Derivative financial assets:
Interest rate swap contracts - commercial loans — 60,890 — 60,890
Total Assets $ 104,820 $ 954,537 $ — $ 1,059,357
LIABILITIES
Derivative financial liabilities:
Interest rate swap contracts - commercial loans $ — $ 61,271 $ — $ 61,271
Interest rate swap contracts - cash flow hedge — 9,589 — 9,589
Total Liabilities $ — $ 70,860 $ — $ 70,860
(1) Collateralized mortgage obligations and residential mortgage backed securities consist primarily of securities guaranteed by Fannie Mae, Freddie Mac and Ginnie Mae.
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Assets Recorded at Fair Value on a Nonrecurring Basis
We may be required to measure certain assets and liabilities at fair value on a nonrecurring basis. These assets and liabilities are recorded at the lower of cost or fair value in our consolidated financial statements and are remeasured only when events or circumstances indicate impairment. There were no liabilities measured at fair value on a nonrecurring basis at both December 31, 2025 and December 31, 2024. There was $ 10.6 million Level 3 and $ 5.3 million Level 2 individually evaluated loans measured at fair value on a nonrecurring basis during the year ended December 31, 2025. During the year ended December 31, 2024, individually evaluated loans of $ 6.8 million were measured at fair value and classified as Level 3 on a nonrecurring basis.
Significant unobservable inputs used in the fair value measurements of Level 3 assets on a nonrecurring basis during the years ended December 31, 2025 and December 31, 2024 were as follows:
2025 Valuation Technique Significant Unobservable Inputs Range (2)
Weighted Average
(dollars in thousands)
Loans individually evaluated $ 10,641 Collateral based valuation Collateral adjustments (1)
10.00 % - 10.00 % 10.00 %
(1) Represents discount adjustments to collateral values related to anticipated collection rates of accounts receivable based on management judgment.
(2) Represents the collateral adjustment of one loan
2024 Valuation Technique Significant Unobservable Inputs Range Weighted Average
(dollars in thousands)
Loans individually evaluated $ 6,830 Appraisals of collateral Appraisal adjustments (1)
20.00 % - 75.00 % 63.06 %
(1) Represents discount adjustments to appraised values related to market conditions and liquidation estimates based on management judgment.
Fair Value of Financial Instruments
The following tables present the carrying values and fair values of our financial instruments at the dates presented:
Carrying
Value (1)
Fair Value Measurements at December 31, 2025
(dollars in thousands) Total Level 1 Level 2 Level 3
ASSETS
Cash and due from banks, including interest-bearing deposits $ 163,436 $ 163,436 $ 163,436 $ — $ —
Securities available for sale 987,659 987,659 85,889 901,770 —
Loans held for sale 1,010 1,010 — 1,010
Portfolio loans, net 7,978,779 7,807,824 — — 7,807,824
Collateral receivable 2 2 2 — —
Securities held in a deferred compensation plan 14,212 14,212 14,212 — —
Mortgage servicing rights 5,034 8,034 — — 8,034
Interest rate swap contracts - commercial loans 33,669 33,669 — 33,669 —
Interest rate lock commitments - mortgage loans 81 81 — — 81
LIABILITIES
Deposits $ 7,958,831 $ 7,956,632 $ 6,010,039 $ 1,946,593 $ —
Collateral payable 26,964 26,964 26,964 — —
Short-term borrowings 165,000 165,000 — 165,000 —
Long-term borrowings 50,815 50,856 — 50,856 —
Junior subordinated debt securities 49,478 49,478 — 49,478 —
Interest rate swap contracts - commercial loans 33,990 33,990 — 33,990 —
Interest rate swap contracts - cash flow hedge 2,024 2,024 — 2,024 —
(1) As reported in the Consolidated Balance Sheets
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Carrying
Value (1)
Fair Value Measurements at December 31, 2024
(dollars in thousands) Total Level 1 Level 2 Level 3
ASSETS
Cash and due from banks, including interest-bearing deposits $ 244,820 $ 244,820 $ 244,820 $ — $ —
Securities available for sale 987,591 987,591 93,944 893,647 —
Portfolio loans, net 7,641,464 7,362,898 — — 7,362,898
Collateral receivable 2,034 2,034 2,034 — —
Securities held in a deferred compensation plan 10,876 10,876 10,876 — —
Mortgage servicing rights 5,646 8,533 — — 8,533
Interest rate swaps - commercial loans 60,890 60,890 — 60,890 —
LIABILITIES
Deposits $ 7,783,117 $ 7,778,740 $ 5,916,154 $ 1,862,586 $ —
Collateral payable 52,516 52,516 52,516 — —
Short-term borrowings 150,000 150,000 — 150,000 —
Long-term borrowings 50,896 50,652 — 50,652 —
Junior subordinated debt securities 49,418 49,418 — 49,418 —
Interest rate swaps - commercial loans 61,271 61,271 — 61,271 —
Interest rate swaps - cash flow hedge 9,589 9,589 — 9,589 —
(1) As reported in the Consolidated Balance Sheets
NOTE 4. DIVIDEND AND LOAN RESTRICTIONS
S&T is a legal entity separate and distinct from its banking and other subsidiaries. A substantial portion of our revenues consist of dividend payments we receive from S&T Bank. There are limitations on the payment of dividends by S&T Bank to S&T, as well as by S&T to its shareholders. The payment of common dividends by S&T is subject to certain requirements and limitations of Pennsylvania law. S&T Bank, in turn, is subject to state laws and regulations that limit the amount of dividends it can pay to us. In addition, both S&T and S&T Bank are subject to various general regulatory policies relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The Federal Reserve has indicated that banking organizations should generally pay dividends only if (i) the organization’s net income available to common shareholders over the past year has been sufficient to fully fund the dividends, (ii) the prospective rate of earnings retention appears consistent with the organization’s capital needs, asset quality and overall financial condition and (iii) the organization will continue to meet minimum capital adequacy ratios. The policy also provides that a banking organization should inform the Federal Reserve reasonably in advance of declaring or paying a dividend that exceeds earnings for the period for which the dividend is being paid or that could result in a material adverse change to the bank holding company’s capital structure. Bank holding companies also are required to consult with the Federal Reserve before redeeming or repurchasing capital instruments when the bank holding company is experiencing financial weaknesses. Additionally, the Federal Reserve could prohibit or limit the payment of dividends by a bank holding company if it determines that payment of the dividend would constitute an unsafe or unsound practice.
S&T Bank is subject to affiliate transaction rules in Sections 23A and 23B of the Federal Reserve Act as implemented by the Federal Reserve's Regulation W, that limit the amount of transactions between itself and S&T or any other company or entity that controls or is under common control with any company or entity that controls S&T Bank, including for most purposes any financial or depository institution subsidiary of S&T Bank. Under these provisions, “covered” transactions, including making loans, purchasing assets, issuing guarantees and other similar transactions, between a bank and its parent company or any other affiliate, generally are limited to 10 percent of the bank subsidiary’s capital and surplus, and with respect to all transactions with affiliates, are limited to 20 percent of the bank subsidiary’s capital and surplus. Loans and extensions of credit from a bank to an affiliate generally are required to be secured by eligible collateral in specified amounts, and in general all affiliated transactions must be on terms consistent with safe and sound banking practices. Furthermore, in general, transactions between a bank and its affiliates must be on terms and conditions that are at least as favorable to the bank as the terms that would apply in comparable transactions between the bank and a third party. The Dodd-Frank Act expanded the affiliate transaction rules to broaden the definition of affiliate to include as covered transactions securities borrowing or lending, repurchase or reverse repurchase agreements and derivative activities, and to strengthen collateral requirements and limit Federal Reserve exemptive authority.
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NOTE 5. SECURITIES
The following table presents the fair values of our securities portfolio at the dates presented:
(dollars in thousands) December 31, 2025 December 31, 2024
Debt securities $ 986,277 $ 986,415
Equity securities 1,382 1,176
Total Securities Available for Sale $ 987,659 $ 987,591
The following table presents the amortized cost and fair value of available-for-sale debt securities as of the dates presented:
December 31, 2025 December 31, 2024
(dollars in thousands) Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value
U.S. Treasury securities $ 86,381 $ 110 $ ( 1,984 ) $ 84,507 $ 97,045 $ — $ ( 4,277 ) $ 92,768
Obligations of U.S. government corporations and agencies — — — — 15,260 — ( 189 ) 15,071
Collateralized mortgage obligations of U.S. government corporations and agencies (2)
650,314 4,961 ( 31,012 ) 624,263 643,690 872 ( 48,278 ) 596,284
Residential mortgage-backed securities of U.S. government corporations and agencies (2)
35,994 7 ( 4,665 ) 31,336 40,109 3 ( 6,905 ) 33,207
Commercial mortgage-backed securities of U.S. government corporations and agencies 243,571 2,411 ( 4,720 ) 241,262 237,270 115 ( 12,587 ) 224,798
Obligations of states and political subdivisions 4,902 7 — 4,909 24,780 — ( 493 ) 24,287
Total Available-for-Sale Debt Securities (1)
$ 1,021,162 $ 7,496 $ ( 42,381 ) $ 986,277 $ 1,058,154 $ 990 $ ( 72,729 ) $ 986,415
(1) Excludes interest receivable of $ 3.3 million at December 31, 2025 and $ 3.7 million at December 31, 2024. Interest receivable is included in other assets in the Consolidated Balance Sheets.
(2) Collateralized mortgage obligations and residential mortgage backed securities consist primarily of securities guaranteed by Fannie Mae, Freddie Mac and Ginnie Mae.
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The following tables present the fair value and the age of gross unrealized losses on available-for-sale debt securities by investment category as of the dates presented:
December 31, 2025
Less Than 12 Months 12 Months or More Total
(dollars in thousands) Number of Securities Fair Value Unrealized
Losses Number of Securities Fair Value Unrealized
Losses Number of Securities Fair Value Unrealized
Losses
U.S. Treasury securities — $ — $ — 7 $ 69,409 $ ( 1,984 ) 7 $ 69,409 $ ( 1,984 )
Collateralized mortgage obligations of U.S. government corporations and agencies 4 34,993 ( 52 ) 55 299,732 ( 30,960 ) 59 334,725 ( 31,012 )
Residential mortgage-backed securities of U.S. government corporations and agencies — — — 15 31,171 ( 4,665 ) 15 31,171 ( 4,665 )
Commercial mortgage-backed securities of U.S. government corporations and agencies 1 9,943 ( 29 ) 10 114,107 ( 4,691 ) 11 124,050 ( 4,720 )
Total 5 $ 44,936 $ ( 81 ) 87 $ 514,419 $ ( 42,300 ) 92 $ 559,355 $ ( 42,381 )
December 31, 2024
Less Than 12 Months 12 Months or More Total
(dollars in thousands) Number of Securities Fair Value Unrealized
Losses Number of Securities Fair Value Unrealized
Losses Number of Securities Fair Value Unrealized
Losses
U.S. Treasury securities 5 $ 45,045 $ ( 362 ) 5 $ 47,723 $ ( 3,915 ) 10 $ 92,768 $ ( 4,277 )
Obligations of U.S. government corporations and agencies — — — 2 15,071 ( 189 ) 2 15,071 ( 189 )
Collateralized mortgage obligations of U.S. government corporations and agencies 22 209,511 ( 3,393 ) 56 318,104 ( 44,885 ) 78 527,615 ( 48,278 )
Residential mortgage-backed securities of U.S. government corporations and agencies 1 8 — 21 33,030 ( 6,905 ) 22 33,038 ( 6,905 )
Commercial mortgage-backed securities of U.S. government corporations and agencies 9 88,040 ( 1,741 ) 12 122,833 ( 10,846 ) 21 210,873 ( 12,587 )
Obligations of states and political subdivisions 4 24,286 ( 493 ) — — — 4 24,286 ( 493 )
Total 41 $ 366,890 $ ( 5,989 ) 96 $ 536,761 $ ( 66,740 ) 137 $ 903,651 $ ( 72,729 )
We evaluate securities with unrealized losses quarterly to determine if the decline in fair value has resulted from credit impairment or other factors. We do not believe any individual unrealized loss as of December 31, 2025 represents a credit impairment. The unrealized losses on debt securities were attributable to changes in interest rates and not related to the credit quality of the issuers. All debt securities were determined to be investment grade and paying principal and interest according to the contractual terms of the security. At December 31, 2025, we do not intend to sell, and it is more likely than not that we will not be required to sell, the securities in an unrealized loss position before recovery of their amortized cost.
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The following table presents net unrealized gains and losses, net of tax, on available-for-sale debt securities included in accumulated other comprehensive loss, for the periods presented:
December 31, 2025 December 31, 2024
(dollars in thousands) Gross Unrealized Gains Gross Unrealized Losses Net Unrealized Losses Gross Unrealized Gains Gross Unrealized Losses Net Unrealized Losses
Total unrealized gains (losses) on available-for-sale debt securities $ 7,496 $ ( 42,381 ) $ ( 34,885 ) $ 990 $ ( 72,729 ) $ ( 71,739 )
Income tax (expense) benefit ( 1,614 ) 9,123 7,509 ( 213 ) 15,644 15,431
Net Unrealized Losses, Net of Tax Included in Accumulated Other Comprehensive Loss $ 5,882 $ ( 33,258 ) $ ( 27,376 ) $ 777 $ ( 57,085 ) $ ( 56,308 )
The amortized cost and fair value of available-for-sale debt securities at December 31, 2025 by contractual maturity are included in the table below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
December 31, 2025
(dollars in thousands) Amortized Cost Fair Value
Obligations of the U.S. Treasury, U.S. government corporations and agencies and obligations of states and political subdivisions
Due in one year or less $ 30,027 $ 30,024
Due after one year through five years 61,256 59,392
Due after five years through ten years — —
Due after ten years — —
Available-for-Sale Debt Securities With Fixed Maturities 91,283 89,416
Debt Securities without a single maturity date
Collateralized mortgage obligations of U.S. government corporations and agencies 650,314 624,263
Residential mortgage-backed securities of U.S. government corporations and agencies 35,994 31,336
Commercial mortgage-backed securities of U.S. government corporations and agencies 243,571 241,262
Total Available-for-Sale Debt Securities $ 1,021,162 $ 986,277
Debt securities are pledged in order to meet various regulatory and legal requirements. Restricted pledged securities had a carrying value of $ 38.3 million at December 31, 2025 and $ 27.8 million at December 31, 2024. Unrestricted pledged securities had a carrying value of $ 202.0 million at December 31, 2025 and $ 195.6 million at December 31, 2024. Any sales or changes to the pledged status of restricted pledged securities requires approval of the beneficiary. Approval is not required in order to sell or make changes to the pledged status for unrestricted pledged securities.
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NOTE 6. LOANS AND ALLOWANCE FOR CREDIT LOSSES
Loans and Loans Held for Sale
Loans are presented net of unearned income. Unearned income consisted of net deferred loan fees and costs of $ 4.8 million at December 31, 2025 and $ 4.3 million at December 31, 2024 and a discount related to purchase accounting fair value adjustments of $ 2.0 million at December 31, 2025 and $ 2.5 million at December 31, 2024.
The following table summarizes the composition of our loan portfolio as of the dates presented:
(dollars in thousands) December 31, 2025 December 31, 2024
Commercial real estate $ 2,921,761 $ 2,708,531
Commercial and industrial 1,330,605 1,351,637
Commercial construction 365,377 341,266
Business banking 1,315,863 1,303,258
Consumer real estate 2,047,071 1,933,509
Other consumer 91,280 104,757
Total Portfolio Loans $ 8,071,957 $ 7,742,958
Loans held for sale 1,010 —
Total Loans (1)
$ 8,072,967 $ 7,742,958
(1) Excludes interest receivable of $ 33.4 million at December 31, 2025 and $ 32.7 million at December 31, 2024. Interest receivable is included in other assets in the Consolidated Balance Sheets.
Modifications to Borrowers Experiencing Financial Difficulty
The following tables present the amortized cost of loans to borrowers experiencing financial difficulty by portfolio segment and type of modification during the periods presented:
Twelve Months Ended December 31, 2025
(dollars in thousands) Term Extension Payment Delays (Other Than Insignificant) Term Extension and Interest Rate Reduction Term Extension and Payment Delays Total % of Portfolio Segment
Commercial and industrial $ 18,922 $ — $ — $ 13,450 $ 32,372 2.43 %
Consumer real estate 577 — — — 577 0.03 %
Total
$ 19,499 $ — $ — $ 13,450 $ 32,949 0.41 %
Twelve Months Ended December 31, 2024
(dollars in thousands) Term Extension Payment Delays (Other Than Insignificant) Term Extension and Payment Delays Term Extension and Interest Rate Reduction Total % of Portfolio Segment
Commercial real estate $ 3,004 $ — $ 685 $ — $ 3,689 0.14 %
Commercial and industrial 9,437 12,264 — — 21,701 1.61 %
Consumer real estate 493 — — — 493 0.03 %
Total
$ 12,934 $ 12,264 $ 685 $ — $ 25,883 0.33 %
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The following tables describe the effect of loan modifications made to borrowers experiencing financial difficulty during the periods presented:
Twelve Months Ended December 31, 2025
Weighted-Average Term Extension (in months) Weighted-Average Payment Delays
(in months) Weighted-Average Term Extension and Payment Delays (in months)
Commercial and industrial 15 — 5
Consumer real estate 188 — —
Twelve Months Ended December 31, 2024
Weighted-Average Term Extension (in months) Weighted-Average Payment Delays
(in months) Weighted-Average Term Extension (in months) and Payment Delays
Commercial real estate 1 — 22
Commercial and industrial 10 6 —
Consumer real estate 101 — —
We closely monitor the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of the modification efforts.
The following tables present an aging analysis since the date of modification for loans to borrowers experiencing financial difficulty that were modified in the last 12 months as of the dates presented:
December 31, 2025
(dollars in thousands) Current 30-59 Days Past Due 60-89 Days Past Due 90+ Days Past Due Total
Commercial and industrial 28,932 — 3,440 — 32,372
Consumer real estate 398 — 12 167 577
Total $ 29,330 $ — $ 3,452 $ 167 $ 32,949
December 31, 2024
(dollars in thousands) Current 30-59 Days Past Due 60-89 Days Past Due 90+ Days Past Due Total
Commercial real estate $ 3,689 $ — $ — $ — $ 3,689
Commercial and industrial 14,226 7,475 — — 21,701
Consumer real estate 347 — 40 106 493
Total $ 18,262 $ 7,475 $ 40 $ 106 $ 25,883
A payment default is defined as a loan having a payment past due 90 days or more. There were four payment defaults on previously modified loans to borrowers experiencing financial difficulty in the amount of $ 3.9 million during the twelve months ended December 31, 2025 of which $ 3.4 million are 60-89 days past due as of December 31, 2025 compared to one payment default for $ 0.1 million in the same periods in 2024. Additionally, we had nine commitments to lend an additional $ 1.8 million to borrowers experiencing financial difficulty that had a modification during the twelve months ended December 31, 2025 and five commitments to lend an additional $ 0.8 million to borrowers experiencing financial difficulty that had a modification during the same period in 2024.
The effect of modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses, or ACL, because of the measurement methodologies used to estimate the ACL, therefore, a change to the ACL is generally not recorded upon modification. If principal forgiveness is provided, that portion of the loan will be charged-off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the ACL. An assessment of whether the borrower is experiencing financial difficulty is made on the date of a modification.
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The following table presents a summary of the aggregate amount of loans to certain officers and directors of S&T or any affiliates of such persons as of the dates presented:
December 31,
(dollars in thousands) 2025 2024
Balance at beginning of year $ 3,560 $ 4,183
New loans 646 1,484
Repayments or no longer considered a related party ( 1,598 ) ( 2,107 )
Balance at End of Year $ 2,608 $ 3,560
Allowance for Credit Losses
We maintain an ACL, at a level determined to be adequate to absorb estimated expected credit losses within the loan portfolio over the contractual life of an instrument that considers our historical loss experience, current conditions and forecasts of future economic conditions as of the balance sheet date. We develop and document a systematic ACL methodology based on the following portfolio segments: 1) CRE, 2) C&I, 3) Commercial Construction, 4) Business Banking, 5) Consumer Real Estate and 6) Other Consumer.
The following are key risks within each portfolio segment:
CRE —Loans secured by commercial purpose real estate, including both owner-occupied properties and investment properties for various purposes such as hotels, retail, multifamily and health care. Operations of the individual projects and global cash flows of the debtors are the primary sources of repayment for these loans. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the collateral type and the business prospects of the lessee, if the project is not owner-occupied.
C&I —Loans made to operating companies or manufacturers for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing. Cash flow from the operations of the company is the primary source of repayment for these loans. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the industry of the company. Collateral for these types of loans often does not have sufficient value in a distressed or liquidation scenario to satisfy the outstanding debt.
Commercial Construction —Loans made to finance construction of buildings or other structures, as well as to finance the acquisition and development of raw land for various purposes. While these loans are generally confined to the construction period, if there are problems, the project may not be completed, and as such, may not provide sufficient cash flow on its own to service the debt or have sufficient value in a liquidation to cover the outstanding principal. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the type of project and the experience and resources of the developer.
Business Banking —Commercial purpose loans made to small businesses that are standard, non-complex products evaluated through a streamlined credit approval process that has been designed to maximize efficiency while maintaining high credit quality standards that meet small business market customers’ needs. The business banking portfolio is monitored by utilizing a standard and closely managed process focusing on behavioral and performance criteria. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the collateral type and business.
Consumer Real Estate —Loans secured by first and second liens such as 1-4 family residential mortgages, home equity loans and home equity lines of credit. The primary source of repayment for these loans is the income and assets of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The state of the local housing market can also have a significant impact on this segment because low demand and/or declining home values can limit the ability of borrowers to sell a property and satisfy the debt.
Other Consumer —Loans made to individuals that may be secured by assets other than 1-4 family residences, as well as unsecured loans. This segment includes auto loans, unsecured loans and lines of credit. The primary source of repayment for these loans is the income and assets of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The value of the collateral, if there is any, is less likely to be a source of repayment due to less certain collateral values.
Management monitors various credit quality indicators for the commercial, business banking and consumer loan portfolios, including changes in risk ratings, nonperforming status and delinquency on a monthly basis.
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We monitor the commercial and business banking loan portfolio through an internal risk rating system. Loan risk ratings are assigned based upon the creditworthiness of the borrower and are reviewed on an ongoing basis according to our internal policies. Loans within the pass rating generally have a lower risk of loss than loans risk rated as special mention or substandard.
Our risk ratings are consistent with regulatory guidance and are as follows:
Pass —The loan is currently performing and is of high quality.
Special Mention —A special mention loan has potential weaknesses that warrant management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects or in the strength of our credit position at some future date.
Substandard —A substandard loan is not adequately protected by the net worth and/or paying capacity of the borrower or by the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. These loans are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected.
Doubtful —Loans classified doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.
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The following tables present loan balances by year of origination and internally assigned risk rating for our portfolio segments as of the dates presented:
December 31, 2025
Risk Rating by Year of Origination
(dollars in thousands) 2025 2024 2023 2022 2021 2020 and Prior Revolving Revolving-Term Total
Commercial Real Estate
Pass $ 480,967 $ 312,777 $ 322,165 $ 311,087 $ 328,936 $ 1,047,543 $ 42,300 $ — $ 2,845,775
Special mention — 2,907 — 6,865 3,148 25,805 254 — 38,979
Substandard — — 3,883 1,700 11,642 19,782 — — 37,007
Doubtful — — — — — — — — —
Total Commercial Real Estate 480,967 315,684 326,048 319,652 343,726 1,093,130 42,554 — 2,921,761
Year-to-date Gross Charge-offs — — — 4,907 — 2,432 — — 7,339
Commercial and Industrial
Pass 161,634 95,715 111,222 138,390 75,406 165,633 501,472 — 1,249,472
Special mention — 350 2,423 1,394 3 13,611 8,179 — 25,960
Substandard — — 1,914 — 18,152 5,644 27,853 — 53,563
Doubtful — — — — — — 1,610 — 1,610
Total Commercial and Industrial 161,634 96,065 115,559 139,784 93,561 184,888 539,114 — 1,330,605
Year-to-date Gross Charge-offs 256 — 4,014 172 — 2,089 192 — 6,723
Commercial Construction
Pass 172,822 118,952 43,093 18,762 2,520 1,260 7,099 — 364,508
Special mention — — — — — — — — —
Substandard — 869 — — — — — — 869
Doubtful — — — — — — — — —
Total Commercial Construction 172,822 119,821 43,093 18,762 2,520 1,260 7,099 — 365,377
Year-to-date Gross Charge-offs — — — 118 — — — — 118
Business Banking
Pass 182,401 132,196 201,106 197,145 157,792 328,135 93,701 453 1,292,929
Special mention — 394 — 427 137 2,871 4 161 3,994
Substandard — — 5,175 2,208 3,364 7,574 151 468 18,940
Doubtful — — — — — — — — —
Total Business Banking 182,401 132,590 206,281 199,780 161,293 338,580 93,856 1,082 1,315,863
Year-to-date Gross Charge-offs — 19 132 39 225 699 — — 1,114
Consumer Real Estate
Pass 161,896 220,705 297,533 306,440 119,775 277,507 618,767 29,868 2,032,491
Special mention — — — — — 84 — — 84
Substandard — 583 2,927 522 186 4,399 2,006 3,873 14,496
Doubtful — — — — — — — — —
Total Consumer Real Estate 161,896 221,288 300,460 306,962 119,961 281,990 620,773 33,741 2,047,071
Year-to-date Gross Charge-offs 5 35 134 2 — 156 31 465 828
Other Consumer
Pass 7,016 5,253 3,919 3,869 1,090 984 59,304 9,640 91,075
Special mention — — — — — — — — —
Substandard — — 13 — 10 143 — 39 205
Doubtful — — — — — — — — —
Total Other Consumer 7,016 5,253 3,932 3,869 1,100 1,127 59,304 9,679 91,280
Year-to-date Gross Charge-offs 1,027 35 36 73 30 58 1 693 1,953
Pass 1,166,736 885,598 979,038 975,693 685,519 1,821,062 1,322,643 39,961 7,876,250
Special mention — 3,651 2,423 8,686 3,288 42,371 8,437 161 69,017
Substandard — 1,452 13,912 4,430 33,354 37,542 30,010 4,380 125,080
Doubtful — — — — — — 1,610 — 1,610
Total Loan Balance $ 1,166,736 $ 890,701 $ 995,373 $ 988,809 $ 722,161 $ 1,900,975 $ 1,362,700 $ 44,502 $ 8,071,957
Year-to-date Gross Charge-offs $ 1,288 $ 89 $ 4,316 $ 5,311 $ 255 $ 5,434 $ 224 $ 1,158 $ 18,075
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December 31, 2024
Risk Rating by Year of Origination
(dollars in thousands) 2024 2023 2022 2021 2020 2019 and Prior Revolving Revolving-Term Total
Commercial Real Estate
Pass $ 278,187 $ 287,081 $ 362,174 $ 413,781 $ 213,384 $ 1,040,703 $ 35,737 $ — $ 2,631,047
Special mention — 2,000 370 1,840 — 46,104 254 — 50,568
Substandard — — 985 — 1,834 23,683 — — 26,502
Doubtful — — — — 414 — — — 414
Total Commercial Real Estate 278,187 289,081 363,529 415,621 215,632 1,110,490 35,991 — 2,708,531
Year-to-date Gross Charge-offs — — — — — 5,205 — — 5,205
Commercial and Industrial
Pass 119,580 147,007 194,363 131,877 30,093 175,359 466,640 — 1,264,919
Special mention — 20 1,221 142 10 14,896 11,033 — 27,322
Substandard 563 1,073 172 20,586 740 7,171 25,355 — 55,660
Doubtful — — — 366 469 — 2,901 — 3,736
Total Commercial and Industrial 120,143 148,100 195,756 152,971 31,312 197,426 505,929 — 1,351,637
Year-to-date Gross Charge-offs — 78 — 1,235 — 91 1,032 — 2,436
Commercial Construction
Pass 119,355 121,816 57,853 14,911 884 2,139 8,310 — 325,268
Special mention — — 15,998 — — — — — 15,998
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Total Commercial Construction 119,355 121,816 73,851 14,911 884 2,139 8,310 — 341,266
Year-to-date Gross Charge-offs — — — — — — — — —
Business Banking
Pass 149,603 230,784 225,318 173,763 76,087 332,707 92,756 597 1,281,615
Special mention — — 49 130 147 4,302 35 268 4,931
Substandard 21 2,257 1,287 3,790 409 8,318 190 440 16,712
Doubtful — — — — — — — — —
Total Business Banking 149,624 233,041 226,654 177,683 76,643 345,327 92,981 1,305 1,303,258
Year-to-date Gross Charge-offs — 79 124 — 56 1,486 — — 1,745
Consumer Real Estate
Pass 217,250 334,532 324,346 133,155 95,301 223,799 569,386 24,940 1,922,709
Special mention — — — — — 99 — — 99
Substandard — 1,231 43 192 203 5,564 1,172 2,296 10,701
Doubtful — — — — — — — — —
Total Consumer Real Estate 217,250 335,763 324,389 133,347 95,504 229,462 570,558 27,236 1,933,509
Year-to-date Gross Charge-offs — — — — 9 37 86 1,216 1,348
Other Consumer
Pass 8,456 6,849 7,349 3,228 1,758 468 71,039 5,425 104,572
Special mention — — — — — — — — —
Substandard — — — 21 10 150 — 4 185
Doubtful — — — — — — — — —
Total Other Consumer 8,456 6,849 7,349 3,249 1,768 618 71,039 5,429 104,757
Year-to-date Gross Charge-offs 839 34 164 103 26 18 — 270 1,454
Pass 892,431 1,128,069 1,171,403 870,715 417,507 1,775,175 1,243,868 30,962 7,530,130
Special mention — 2,020 17,638 2,112 157 65,401 11,322 268 98,918
Substandard 584 4,561 2,487 24,589 3,196 44,886 26,717 2,740 109,760
Doubtful — — — 366 883 — 2,901 — 4,150
Total Loan Balance $ 893,015 $ 1,134,650 $ 1,191,528 $ 897,782 $ 421,743 $ 1,885,462 $ 1,284,808 $ 33,970 $ 7,742,958
Year-to-date Gross Charge-offs $ 839 $ 191 $ 288 $ 1,338 $ 91 $ 6,837 $ 1,118 $ 1,486 $ 12,188
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present the aging analysis of past due loans segregated by class of loans as of the dates presented:
December 31, 2025
(dollars in thousands) Current 30-59 Days
Past Due 60-89 Days
Past Due Nonaccrual Total Past
Due Loans Total Loans
Commercial real estate $ 2,906,576 $ — $ — $ 15,185 $ 15,185 $ 2,921,761
Commercial and industrial 1,305,388 311 — 24,906 25,217 1,330,605
Commercial construction 364,508 — — 869 869 365,377
Business banking 1,308,368 999 2,920 3,576 7,495 1,315,863
Consumer real estate 2,028,472 3,281 4,454 10,864 18,599 2,047,071
Other consumer 90,503 604 15 158 777 91,280
Total $ 8,003,815 $ 5,195 $ 7,389 $ 55,558 $ 68,142 $ 8,071,957
December 31, 2024
(dollars in thousands) Current 30-59 Days
Past Due 60-89 Days
Past Due Nonaccrual Total Past
Due Loans Total Loans
Commercial real estate $ 2,705,303 $ — $ — $ 3,228 $ 3,228 $ 2,708,531
Commercial and industrial 1,338,053 415 1,996 11,173 13,584 1,351,637
Commercial construction 340,230 — 1,036 — 1,036 341,266
Business banking 1,297,651 2,336 283 2,988 5,607 1,303,258
Consumer real estate 1,918,150 2,464 2,577 10,318 15,359 1,933,509
Other consumer 104,156 216 155 230 601 104,757
Total $ 7,703,543 $ 5,431 $ 6,047 $ 27,937 $ 39,415 $ 7,742,958
The following tables present loans on nonaccrual status by class of loan for the year-to-date periods presented:
December 31, 2025
(dollars in thousands) Beginning of Period Nonaccrual End of Period Nonaccrual Nonaccrual With No Related Allowance Interest Income
Recognized
on Nonaccrual (1)
Commercial real estate $ 3,228 $ 15,185 $ 14,936 $ 123
Commercial and industrial 11,173 24,906 12,585 202
Commercial construction — 869 — 581
Business banking 2,988 3,576 — 198
Consumer real estate 10,318 10,864 — 592
Other consumer 230 158 — 3
Total $ 27,937 $ 55,558 $ 27,521 $ 1,699
(1) Represents only cash payments received and applied to interest on nonaccrual loans.
December 31, 2024
(dollars in thousands) Beginning of Period Nonaccrual End of Period Nonaccrual Nonaccrual With No Related Allowance Interest Income
Recognized
on Nonaccrual (1)
Commercial real estate $ 6,320 $ 3,228 $ 984 $ 116
Commercial and industrial 878 11,173 311 85
Commercial construction 4,960 — — 700
Business banking 4,147 2,988 — 93
Consumer real estate 6,312 10,318 — 392
Other consumer 330 230 — 3
Total $ 22,947 $ 27,937 $ 1,295 $ 1,389
(1) Represents only cash payments received and applied to interest on nonaccrual loans.
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The following tables present loans that are individually evaluated and collateral-dependent as of the dates presented:
December 31, 2025
Type of Collateral
(dollars in thousands) Real Estate Business
Assets
Commercial real estate $ 14,936 $ —
Commercial and industrial — 24,835
Total $ 14,936 $ 24,835
December 31, 2024
Type of Collateral
(dollars in thousands) Real Estate Business
Assets
Commercial real estate $ 2,028 $ —
Commercial and industrial — 9,937
Total $ 2,028 $ 9,937
The following tables present activity in the ACL for the periods presented:
Twelve Months Ended December 31, 2025
(dollars in thousands) Commercial
Real Estate Commercial and
Industrial Commercial
Construction Business Banking Consumer
Real Estate Other
Consumer Total Loans
Allowance for credit losses on loans:
Balance at beginning of period $ 30,254 $ 37,084 $ 4,893 $ 10,681 $ 15,776 $ 2,806 $ 101,494
Provision for credit losses on loans (1)
6,306 ( 2,902 ) ( 384 ) 1,618 719 825 6,182
Charge-offs ( 7,339 ) ( 6,723 ) ( 118 ) ( 1,114 ) ( 828 ) ( 1,953 ) ( 18,075 )
Recoveries 136 1,683 9 150 630 969 3,577
Net (Charge-offs) Recoveries ( 7,203 ) ( 5,040 ) ( 109 ) ( 964 ) ( 198 ) ( 984 ) ( 14,498 )
Balance at End of Period $ 29,357 $ 29,142 $ 4,400 $ 11,335 $ 16,297 $ 2,647 $ 93,178
(1) Excludes the provision for credits losses for unfunded commitments.
Twelve Months Ended December 31, 2024
(dollars in thousands) Commercial
Real Estate Commercial and
Industrial Commercial
Construction Business Banking Consumer
Real Estate Other
Consumer Total Loans
Allowance for credit losses on loans:
Balance at beginning of period $ 37,886 $ 34,538 $ 5,382 $ 12,858 $ 14,663 $ 2,639 $ 107,966
Provision for credit losses on loans (1)
( 4,295 ) 3,939 ( 489 ) ( 627 ) 2,184 1,097 1,809
Charge-offs ( 5,205 ) ( 2,436 ) — ( 1,745 ) ( 1,348 ) ( 1,454 ) ( 12,188 )
Recoveries 1,868 1,043 — 195 277 524 3,907
Net Charge-offs ( 3,337 ) ( 1,393 ) — ( 1,550 ) ( 1,071 ) ( 930 ) ( 8,281 )
Balance at End of Period $ 30,254 $ 37,084 $ 4,893 $ 10,681 $ 15,776 $ 2,806 $ 101,494
(1) Excludes the provision for credits losses for unfunded commitments.
NOTE 7. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
We have 41 lease contracts, including 39 operating leases and 2 finance leases at December 31, 2025. These leases are for our branch, loan production and support services facilities. We had one lease with an S&T director for approximately $ 0.2 million which was included in lease expense in 2024 and 2023.
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The following table presents our lease expense for operating and finance leases for the years ended December 31:
(dollars in thousands) 2025 2024 2023
Operating lease expense $ 5,083 $ 5,126 $ 5,199
Amortization of ROU assets - finance leases 90 90 90
Interest on lease liabilities - finance leases 51 56 60
Total Lease Expense $ 5,224 $ 5,272 $ 5,349
The following table presents our ROU assets, weighted average term and the discount rates for operating and finance leases as of December 31:
(dollars in thousands) 2025 2024
Operating Leases
ROU assets $ 38,075 $ 40,331
Operating cash flows $ 7,092 $ 7,253
Finance Leases
ROU assets $ 605 $ 695
Operating cash flows $ 51 $ 56
Financing cash flows $ 81 $ 75
Weighted Average Lease Term - Years
Operating leases 16.7 17.2
Finance leases 11.0 11.4
Weighted Average Discount Rate
Operating leases 6.19 % 5.99 %
Finance leases 6.05 % 6.03 %
The following table presents the maturity analysis of lease liabilities for operating and finance leases as of December 31, 2025:
(dollars in thousands) Operating Finance Total
Maturity Analysis
2026 $ 4,874 $ 133 $ 5,007
2027 4,552 135 4,687
2028 4,519 130 4,649
2029 4,526 61 4,587
2030 4,467 62 4,529
Thereafter 52,577 625 53,202
Total 75,515 1,146 76,661
Less: Present value discount ( 30,677 ) ( 329 ) ( 31,006 )
Lease Liabilities $ 44,838 $ 817 $ 45,655
NOTE 8. PREMISES AND EQUIPMENT
The following table is a summary of premises and equipment as of the dates presented:
December 31,
(dollars in thousands) 2025 2024
Land $ 8,651 $ 8,651
Premises 62,599 62,140
Furniture and equipment 57,610 54,468
Leasehold improvements 12,904 12,555
141,764 137,814
Accumulated depreciation ( 97,909 ) ( 92,781 )
Total $ 43,855 $ 45,033
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Depreciation expense related to premises and equipment was $ 5.9 million in 2025, $ 6.7 million in 2024 and $ 6.5 million in 2023.
NOTE 9. GOODWILL AND OTHER INTANGIBLES
The following table presents goodwill as of the dates presented:
December 31,
(dollars in thousands) 2025 2024
Balance at beginning of year $ 373,424 $ 373,424
Additions — —
Balance at End of Year $ 373,424 $ 373,424
Goodwill is reviewed for impairment annually or more frequently if it is determined that a triggering event has occurred. We performed a qualitative assessment for our annual impairment analysis as of October 1, 2025 and concluded that it is not more likely than not that fair value is less than carrying value. Based on this conclusion, a quantitative impairment test was not performed and we concluded that goodwill was not impaired. No events or circumstances since the October 1, 2025 annual impairment test were noted that would indicate goodwill was impaired at December 31, 2025.
The following table presents a summary of intangible assets as of the dates presented:
December 31,
(dollars in thousands) 2025 2024
Gross carrying amount at beginning of year $ 31,340 $ 31,340
Additions — —
Accumulated amortization ( 29,089 ) ( 28,285 )
Balance at End of Year $ 2,251 $ 3,055
Intangible assets relate to core deposit and wealth management customer relationships resulting from acquisitions. We determined the amount of identifiable intangible assets for our core deposits based upon an independent valuation. Other intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. There were no triggering events requiring an impairment analysis to be completed in 2025.
Amortization expense on finite-lived intangible assets totaled $ 0.8 million, $ 1.0 million and $ 1.3 million for 2025, 2024 and 2023.
The following is a summary of the expected amortization expense for finite-lived intangible assets, assuming no new additions, for each of the five years following December 31, 2025 and thereafter:
(dollars in thousands) Amount
2026 $ 711
2027 603
2028 521
2029 413
2030 3
Thereafter —
Total $ 2,251
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NOTE 10. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Derivatives Designated as Hedging Instruments
The following table indicates the amounts representing the value of derivative assets and derivative liabilities as of the dates presented:
Derivative Assets
(Included in Other Assets) Derivative Liabilities
(Included in Other Liabilities)
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
(dollars in thousands) Notional
Amount Fair
Value Notional
Amount Fair
Value Notional
Amount Fair
Value Notional
Amount Fair
Value
Derivatives Designated as Hedging Instruments
Interest rate swap contracts - cash flow hedges
$ — $ — $ — $ — $ 350,000 $ 2,024 $ 500,000 $ 9,589
Total Derivatives Designated as Hedging Instruments — — — — 350,000 2,024 500,000 9,589
Derivatives Not Designated as Hedging Instruments
Interest rate swap contracts - commercial loans 746,445 33,669 850,104 60,890 746,445 33,990 850,104 61,271
Interest rate lock commitments - mortgage loans 3,218 81 — — — — — —
Total Derivatives Not Designated as Hedging Instruments 749,663 33,750 850,104 60,890 746,445 33,990 850,104 61,271
Total Derivatives $ 749,663 $ 33,750 $ 850,104 $ 60,890 $ 1,096,445 $ 36,014 $ 1,350,104 $ 70,860
The following table indicates the gross amounts of interest rate swap derivative assets and derivative liabilities, the amounts offset and the carrying values in the Consolidated Balance Sheets at the dates presented:
Derivative Assets
(Included in Other Assets) Derivative Liabilities
(Included in Other Liabilities)
(dollars in thousands) December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
Gross amounts recognized $ 33,669 $ 60,890 $ 36,014 $ 70,860
Gross amounts offset — — — —
Net amounts presented in the Consolidated Balance Sheets 33,669 60,890 36,014 70,860
Netting adjustments (1)
( 2,024 ) ( 8,317 ) ( 2,024 ) ( 8,317 )
Cash collateral (2)
( 26,964 ) ( 52,516 ) 2 ( 2,034 )
Net Amount $ 4,681 $ 57 $ 33,992 $ 60,509
(1) Netting adjustments represent the amounts recorded to convert derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance.
(2) Cash collateral represents the amount that cannot be used to offset our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. The application of the cash collateral cannot reduce the net derivative position below zero. Therefore, excess cash collateral, if any, is not reflected above.
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The following table presents the effect, net of tax, of the cash flow hedges on OCI and on the Consolidated Statements of Comprehensive Income for the periods presented:
Amount of Gain Recognized in Other Comprehensive Income Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Interest Income
(dollars in thousands) Twelve months ended December 31, 2025 Twelve months ended December 31, 2024 Twelve months ended December 31, 2025 Twelve months ended December 31, 2024
Derivatives in Cash Flow Hedging Relationships:
Interest rate swap contracts - cash flow hedges
$ 5,938 $ 4,076 $ ( 5,626 ) $ ( 10,607 )
Total $ 5,938 $ 4,076 $ ( 5,626 ) $ ( 10,607 )
Amounts reported in OCI related to derivatives that are designated as hedging instruments are reclassified to interest income as interest payments are received on variable rate assets. We estimate that an additional $ 1.9 million will be reclassified as a decrease to interest income in the next 12 months. Our current interest rate swap agreements have three to five year terms with maturity dates extending into 2027.
The following table indicates the gain recognized in income on derivatives not designated as hedging instruments for the periods presented:
Twelve Months Ended December 31,
(dollars in thousands) 2025 2024 2023
Derivatives not Designated as Hedging Instruments
Interest rate swap contracts—commercial loans $ 219 $ 154 $ ( 554 )
Interest rate lock commitments—mortgage loans 81 — ( 5 )
Forward sale contracts—mortgage loans — — ( 2 )
Total Derivatives Gain (Loss) $ 300 $ 154 $ ( 561 )
NOTE 11. MORTGAGE SERVICING RIGHTS
We sold 1-4 family mortgage loans to Fannie Mae totaling of $ 3.6 million, $ 2.8 million and $ 0.2 million for the years ended December 31, 2025, 2024 and 2023. Our servicing portfolio unpaid principal balance was $ 591.6 million, $ 648.9 million and $ 707.8 million at December 31, 2025, 2024 and 2023.
The following table indicates MSRs and the net carrying values:
(dollars in thousands) Servicing
Rights Valuation
Allowance Net Carrying
Value
Balance at December 2023 $ 6,345 $ — $ 6,345
Additions 27 — 27
Amortization ( 726 ) — ( 726 )
Balance at December 2024 $ 5,646 $ — $ 5,646
Additions 36 — 36
Amortization ( 648 ) — ( 648 )
Balance at December 31, 2025 $ 5,034 $ — $ 5,034
NOTE 12. TAX CREDIT EQUITY INVESTMENTS
We invest in LIHTC and historic tax credit, or HTC, partnerships as part of our responsibilities under the Community Reinvestment Act and due to their favorable federal income tax benefits. As a limited partner in these operating partnerships, we receive tax credits and tax deductions for losses incurred by the underlying properties. No impairment losses were recognized for the twelve months ended December 31, 2025 and 2024.
The following table presents the balances included in the Consolidated Balance Sheets as of the dates presented:
(dollars in thousands)
December 31, 2025 December 31, 2024
Tax credit equity investment
$ 35,782 $ 40,577
Unfunded commitments
3,514 5,887
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the amortization expense and tax credits included in income tax expense in the Consolidated Statements of Net Income for the periods presented:
Twelve Months Ended December 31,
(dollars in thousands)
2025 2024
Tax credits and other tax benefits recognized $ 5,827 $ 4,600
Amortization 4,795 4,262
Net benefit included in income tax expense $ 1,032 $ 338
Prior to the adoption of ASU 2023-02 on January 1, 2024, the cost method was used to account for our investments in tax credit equity investments. Amortization expense of $ 2.0 million was included in other expense and tax credits of $ 2.6 million was recognized as a reduction to income tax expense in our Consolidated Statements of Net Income for the twelve months ended December 31, 2023.
NOTE 13. DEPOSITS
The following table presents the composition of deposits at December 31 and interest expense for the years ended December 31:
2025 2024 2023
(dollars in thousands) Balance Interest
Expense Balance Interest
Expense Balance Interest
Expense
Noninterest-bearing demand $ 2,160,645 $ — $ 2,185,242 $ — $ 2,221,942 $ —
Interest-bearing demand 790,278 7,520 812,768 8,837 825,787 6,056
Money market 2,196,998 64,460 2,040,285 64,666 1,941,842 39,480
Savings 862,118 6,014 877,859 6,273 950,546 4,352
Certificates of deposit 1,948,792 76,576 1,866,963 79,635 1,581,652 42,948
Total $ 7,958,831 $ 154,570 $ 7,783,117 $ 159,411 $ 7,521,769 $ 92,836
The aggregate of all certificates of deposits over $250,000 was $ 584.0 million at December 31, 2025 and $ 479.2 million at December 31, 2024.
The following table indicates the scheduled maturities of certificates of deposit at December 31, 2025:
(dollars in thousands) Amount
2026 $ 1,732,058
2027 171,001
2028 14,716
2029 7,204
2030 20,728
Thereafter 3,085
Total $ 1,948,792
NOTE 14. SHORT TERM BORROWINGS
Short-term borrowings are for terms under or equal to one year and are comprised of FHLB advances. FHLB advances are for various terms and are secured by a blanket lien on residential mortgages and other real estate secured loans.
The following table presents the composition of short-term borrowings, the weighted average interest rate as of December 31, 2025 and interest expense for the years ended December 31:
2025 2024 2023
(dollars in thousands) Balance Weighted
Average
Interest
Rate Interest
Expense Balance Weighted
Average
Interest
Rate Interest
Expense (1)
Balance Weighted
Average
Interest
Rate Interest
Expense (1)
FHLB advances $ 165,000 3.93 % $ 5,048 $ 150,000 4.60 % $ 13,206 $ 415,000 5.65 % $ 27,234
Total Short-term Borrowings $ 165,000 3.93 % $ 5,048 $ 150,000 4.60 % $ 13,206 $ 415,000 5.65 % $ 27,234
(1) Includes interest expense on advances from the Federal Reserve Bank Term Funding Program which ceased making new fundings in March 2024.
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NOTE 15. LONG TERM BORROWINGS AND SUBORDINATED DEBT
Long-term borrowings are for original terms greater than one year and are comprised of FHLB advances and finance leases. Long-term FHLB advances are secured by the same type of loans as short-term FHLB advances. Total loans pledged as collateral at the FHLB were $ 3.0 billion at December 31, 2025. We were eligible to borrow up to an additional $ 1.8 billion based on qualifying collateral and up to a maximum borrowing capacity of $ 2.1 billion at December 31, 2025.
The following table represents the balance of long-term borrowings, the weighted average interest rate as of December 31 and interest expense for the years ended December 31:
(dollars in thousand) 2025 2024 2023
Long-term borrowings $ 50,815 $ 50,896 $ 39,277
Weighted average interest rate 3.75 % 3.75 % 4.52 %
Interest expense $ 1,932 $ 1,964 $ 1,332
Scheduled annual maturities and average interest rates for all of our long-term debt for each of the five years subsequent to December 31, 2025 and thereafter are as follows:
(dollars in thousands) Balance Average Rate
2026 $ 50,087 3.71 %
2027 93 6.02 %
2028 94 6.05 %
2029 28 6.08 %
2030 32 6.08 %
Thereafter 481 5.86 %
Total $ 50,815 3.75 %
Junior Subordinated Debt Securities
The following table represents the composition of junior subordinated debt securities at December 31 and the interest expense for the years ended December 31:
2025 2024 2023
(dollars in thousands) Balance Interest
Expense Balance Interest
Expense Balance Interest
Expense
Junior subordinated debt $ 25,000 $ 1,543 $ 25,000 $ 1,796 $ 25,000 $ 1,738
Junior subordinated debt—trust preferred securities 24,478 1,939 24,418 2,180 24,358 2,372
Total $ 49,478 $ 3,482 $ 49,418 $ 3,976 $ 49,358 $ 4,110
The following table summarizes the key terms of our junior subordinated debt securities:
(dollars in thousands) 2005 Trust
Preferred Securities 2006 Junior Subordinated Debt 2008 Trust
Preferred Securities
Junior Subordinated Debt $— $ 25,000 $—
Trust Preferred Securities $ 4,124 — $ 20,619
Stated Maturity Date 5/23/2035 12/15/2036 3/15/2038
Optional redemption date at par Any time after 5/23/2010 Any time after 9/15/2011 Any time after 3/15/2013
Regulatory Capital Tier 1 Tier 2 Tier 1
Interest Rate 3 Month CME Term SOFR plus 203 bps
3 month CME Term SOFR plus 186 bps
3 month CME Term SOFR plus 376 bps
Interest Rate at December 31, 2025 5.91 % 5.58 % 7.48 %
We own 100 percent of the common equity of STBA Capital Trust I and DNB Capital Trust II, or the Trusts. DNB Capital Trust II was acquired with the DNB merger. The Trusts were formed to issue mandatorily redeemable capital securities to third-party investors. The proceeds from the sale of the securities and the issuance of the common equity by the Trusts were invested in junior subordinated debt securities issued by us. The third-party investors are considered the primary beneficiaries of the Trusts; therefore, the Trusts qualify as VIEs, but are not consolidated into our financial statements. The Trusts pay dividends on the securities at the same rate as the interest paid by us on the junior subordinated debt held by the Trusts.
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NOTE 16. COMMITMENTS AND CONTINGENCIES
Commitments
In the normal course of business, we offer off-balance sheet credit arrangements to enable our customers to meet their financing objectives. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. Our exposure to credit loss, in the event the customer does not satisfy the terms of the agreement, equals the contractual amount of the obligation less the value of any collateral. We apply the same credit policies in making commitments and standby letters of credit that are used for the underwriting of loans to customers. Commitments generally have fixed expiration dates, annual renewals or other termination clauses and may require payment of a fee. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
The following table sets forth our commitments and letters of credit as of the dates presented:
(dollars in thousands) December 31, 2025 December 31, 2024
Commitments to extend credit $ 2,644,139 $ 2,382,847
Standby letters of credit 67,452 69,558
Total $ 2,711,591 $ 2,452,405
Litigation
In the normal course of business, we are subject to various legal and administrative proceedings and claims. While any type of litigation contains a level of uncertainty, we believe that the outcome of such proceedings or claims pending will not have a material adverse effect on our consolidated financial position or results of operations.
NOTE 17. REVENUE FROM CONTRACTS WITH CUSTOMERS
The information presented in the following table presents the point of revenue recognition for revenue from contracts with customers. Other revenue streams are excluded such as: interest income, partnership investment income, net securities gains and losses, insurance, mortgage banking and other revenues that are accounted for under other GAAP.
Years ended December 31,
(dollars in thousands) 2025 2024 2023
Revenue Streams (1)
Point of Revenue Recognition
Service charges on deposit accounts Over a period of time $ 1,637 $ 1,667 $ 1,659
At a point in time 14,796 14,606 14,534
$ 16,433 $ 16,273 $ 16,193
Debit and credit card Over a period of time $ 1,520 $ 1,461 $ 1,288
At a point in time 16,783 16,802 16,960
$ 18,303 $ 18,263 $ 18,248
Wealth management Over a period of time $ 5,226 $ 6,550 $ 7,969
At a point in time 7,221 5,709 4,217
$ 12,447 $ 12,259 $ 12,186
Other fee revenue (2)
At a point in time $ 1,170 $ 1,324 $ 1,310
(1) Refer to Note 1. Summary of Significant Accounting Policies for the types of revenue streams that are included within each category .
(2) Other non-interest income not included above is primarily comprised of the unrealized gain on equity securities and partnership investment income.
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NOTE 18. INCOME TAXES
The following table presents the composition of income tax expense (benefit) for the years ended December 31:
(dollars in thousands) 2025 2024 2023
Federal
Current $ 32,403 $ 32,536 $ 33,070
Deferred 185 ( 31 ) 459
Total Federal 32,588 32,505 33,529
State and Local
Current 1,132 1,313 352
Deferred ( 10 ) ( 265 ) 142
Total State and Local 1,122 1,048 494
Total Federal and State (1)
$ 33,710 $ 33,553 $ 34,023
[1] With the adoption of PAM on January 1, 2024, the amortization related to LIHTC and HTC equity investments is recognized in income tax expense in the Consolidated Statements of Net Income in 2025 and 2024 and other noninterest expense in 2023.
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before income taxes. We ordinarily generate an annual effective tax rate that is less than the statutory rate of 21 percent primarily due to benefits resulting from certain partnership investments, such as low income housing and historic rehabilitation projects, tax-exempt interest, excludable dividend income and tax-exempt income on BOLI.
ASU 2023-09 was adopted effective January 1, 2025. This ASU requires enhanced disclosures and disaggregation of the effective tax rate. This ASU was adopted on a prospective basis, therefore prior period disclosures have not been adjusted. The following tables present a reconciliation of the statutory tax rate to the effective tax rate under the applicable disclosure guidance for the years ended December 31:
(dollars in thousands)
2025
U.S. Federal Statutory Tax Rate $ 35,267 21.0 %
State and Local Tax, net of federal income tax effect (1)
829 0.5 %
Tax Credits
Low income housing and historic tax credits (2)
( 1,032 ) ( 0.6 ) %
Nontaxable or Nondeductible Items
Tax-exempt interest, net ( 1,295 ) ( 0.8 ) %
Bank owned life insurance ( 451 ) ( 0.3 ) %
Changes in Unrecognized Tax Benefits 58 — %
Other Adjustments
Other 334 0.2 %
Effective Tax Rate $ 33,710 20.1 %
(1) State taxes in Maryland and New York made up the majority (greater than 50 percent) of the tax effect in this category.
(2) Includes tax credits net of amortization and other tax benefits.
2024 2023
Statutory tax rate 21.0 % 21.0 %
Tax-exempt interest, net ( 0.8 ) % ( 0.8 ) %
Low income housing tax credits, net (1)
( 0.2 ) % ( 1.5 ) %
Bank owned life insurance ( 0.3 ) % ( 0.2 ) %
Other 0.7 % 0.5 %
Effective Tax Rate (1)
20.4 % 19.0 %
[1] With the adoption of PAM on January 1, 2024, the amortization related to LIHTC and HTC equity investments is recognized in income tax expense in the Consolidated Statements of Net Income in 2024 and other noninterest expense in 2023.
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The following table presents significant components of our temporary differences as of the dates presented:
December 31,
(dollars in thousands) 2025 2024
Deferred Tax Assets:
Allowance for credit losses and other reserves $ 21,455 $ 22,953
Net unrealized holding losses on securities available-for-sale 7,509 15,431
Lease liabilities 9,824 10,271
State net operating loss carryforwards 4,105 3,782
Net unrealized losses on interest rate swaps 436 2,063
Cumulative adjustment to funded status of pension 3,495 3,606
Other employee benefits 5,450 4,688
Depreciation on premises and equipment 64 5
Capital loss carryforward 1,125 1,300
Other 1,225 1,243
Deferred Tax Assets 54,688 65,342
Less: Valuation allowance ( 4,105 ) ( 3,782 )
Total Deferred Tax Assets 50,583 61,560
Deferred Tax Liabilities:
Right-of-use lease assets ( 8,323 ) ( 8,825 )
Deferred loan income, net ( 5,132 ) ( 5,216 )
Prepaid pension ( 2,780 ) ( 3,131 )
Purchase accounting adjustments ( 1,477 ) ( 1,650 )
Mortgage servicing rights ( 122 ) ( 61 )
Partnership investments
( 354 ) ( 491 )
Other ( 157 ) ( 113 )
Total Deferred Tax liabilities ( 18,345 ) ( 19,487 )
Net Deferred Tax Asset $ 32,238 $ 42,073
We establish a valuation allowance when it is more likely than not that we will not be able to realize the benefit of the deferred tax assets. The valuation allowance is reviewed quarterly and adjusted based on management’s assessment of realizable deferred tax assets. Management believes it is more likely than not that our deferred tax assets will be realized in future periods, except for the Pennsylvania net operating losses, or NOLs. Gross deferred tax assets were reduced by a valuation allowance of $ 4.1 million in 2025 compared to $ 3.8 million in 2024 related to Pennsylvania income tax NOLs. The Pennsylvania NOL carryforwards total $ 82.3 million and will expire in the years 2026-2045.
Unrecognized Tax Benefits
The following table reconciles the change in Federal and State gross unrecognized tax benefits, or UTB, for the years ended December 31:
(dollars in thousands) 2025 2024 2023
Balance at beginning of year $ 2,086 $ 1,940 $ 1,648
Prior period tax positions 33 146 ( 434 )
Current period tax positions — — 726
Balance at End of Year $ 2,119 $ 2,086 $ 1,940
Amount That Would Affect the Effective Tax Rate if Recognized $ 1,674 $ 1,648 $ 1,551
As of December 31, 2025, we had $ 2.1 million of unrecognized gross tax benefits. Gross tax benefits do not reflect the federal tax effect associated with state income tax amounts. The total amount of the net unrecognized tax benefits at December 31, 2025 that would have affected the effective tax rate, if recognized, was $ 1.7 million.
S&T and its subsidiaries are subject to income tax by U.S. federal and various state and local taxing jurisdictions. As of December 31, 2025, all income tax returns filed for the tax years 2022 - 2024 remain subject to examination by the respective taxing authorities.
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NOTE 19. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table presents the changes in the components of Accumulated Other Comprehensive Income (Loss) for the periods presented:
(dollars in thousands) Available-for-Sale Debt Securities Interest Rate Swaps Employee Benefit Plans Total
Balance at December 31, 2023 $ ( 64,553 ) $ ( 11,602 ) $ ( 14,746 ) $ ( 90,901 )
Net Change 8,245 4,076 1,588 13,909
Balance at December 31, 2024 $ ( 56,308 ) $ ( 7,526 ) $ ( 13,158 ) $ ( 76,992 )
Net Change 28,932 5,938 415 35,285
Balance at December 31, 2025 $ ( 27,376 ) $ ( 1,588 ) $ ( 12,743 ) $ ( 41,707 )
All amounts are net of tax.
NOTE 20. EMPLOYEE BENEFITS
We maintain a qualified defined benefit pension plan, or Plan, covering substantially all employees hired prior to January 1, 2008. The benefits are based on years of service and the employee’s compensation for the highest 5 consecutive years in the last 10 years through March 31, 2016 when the Plan was frozen. Contributions are intended to provide for benefits attributed to employee service to date and for those benefits expected to be earned in the future.
Our qualified and nonqualified defined benefit plans, or Plans, were amended to freeze benefit accruals for all persons entitled to benefits under the Plans in 2016. We will continue recording pension expense related to these plans, primarily representing interest costs on the accumulated benefit obligation and amortization of actuarial losses accumulated in the Plans, as well as income from expected investment returns on pension assets. Since the Plans have been frozen, no service costs are included in net periodic pension expense.
The following table summarizes the activity in the benefit obligation and Plan assets deriving the funded status:
(dollars in thousands) 2025 2024
Change in Projected Benefit Obligation
Projected benefit obligation at beginning of year $ 64,917 $ 73,187
Interest cost 3,503 3,437
Actuarial gain/(loss) 2,284 ( 4,101 )
Benefits paid ( 5,894 ) ( 7,606 )
Projected Benefit Obligation at End of Year $ 64,810 $ 64,917
Change in Plan Assets
Fair value of plan assets at beginning of year $ 63,906 $ 71,574
Actual gain/(loss) on plan assets 4,725 ( 62 )
Benefits paid ( 5,894 ) ( 7,606 )
Fair Value of Plan Assets at End of Year $ 62,737 $ 63,906
Funded Status $ ( 2,073 ) $ ( 1,011 )
The following table sets forth the amounts recognized in accumulated OCI at December 31:
(dollars in thousands) 2025 2024
Net actuarial loss $ 16,650 $ 17,247
Total (Before Tax Effects)
$ 16,650 $ 17,247
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Below are the actuarial weighted average assumptions used in determining the benefit obligation:
2025 2024
Discount rate 5.30 % 5.58 %
The following table summarizes the components of net periodic pension cost and other changes in Plan assets and benefit obligations recognized in other comprehensive loss for the years ended December 31:
(dollars in thousands) 2025 2024 2023
Components of Net Periodic Pension Cost
Interest cost on projected benefit obligation $ 3,503 $ 3,437 $ 3,812
Expected return on plan assets ( 3,460 ) ( 3,535 ) ( 3,932 )
Recognized net actuarial loss 1,616 1,386 1,725
Net Periodic Pension Expense $ 1,659 $ 1,288 $ 1,605
Other Changes in Plan Assets and Benefit Obligation Recognized in Other Comprehensive Income (Loss)
Net actuarial loss (gain)
$ 1,019 $ ( 504 ) $ 1,453
Recognized net actuarial loss ( 1,616 ) ( 1,386 ) ( 1,725 )
Total Changes in Plan Assets and Benefit Obligation (Before Tax Effects) $ ( 597 ) $ ( 1,890 ) $ ( 272 )
Total Recognized in Net Benefit Cost and Other Comprehensive Income (Before Tax Effects)
$ 1,062 $ ( 602 ) $ 1,333
The following table summarizes the actuarial weighted average assumptions used in determining net periodic pension cost:
2025 2024 2023
Discount rate 5.58 % 5.03 % 5.41 %
Expected return on assets 5.71 % 5.18 % 5.72 %
We consider many factors when setting the assumed rate of return on Plan assets. As a general guideline the assumed rate of return is equal to the weighted average of the expected returns for each asset category and is estimated based on historical returns as well as expected future returns. The weighted average discount rate is derived from corporate yield curves.
S&T Bank’s Retirement Plan Committee determines the investment policy for the Plan. In general, the targeted investment allocation is 5 percent to 15 percent return seeking and 85 percent to 95 percent liability hedging. A strategic allocation within each investment allocation is based on the Plan’s duration, time horizon, risk tolerances, performance expectations and preferences. Investment managers have discretion to invest in any equity or fixed-income asset class, subject to the securities guidelines of the Plan’s Investment Policy Statement. At this time, S&T Bank is not required to make a cash contribution to the Plan in 2026.
The following table provides information regarding estimated future benefit payments to be paid in each of the next five years and in the aggregate for the five years thereafter:
(dollars in thousands) Amount
2026 $ 5,875
2027 5,860
2028 5,689
2029 5,851
2030 5,542
2031-2035 25,023
We maintain a Thrift Plan, a qualified defined contribution plan, in which substantially all employees are eligible to participate. We make matching contributions to the Thrift Plan up to 3.5 percent of participants’ eligible compensation and may make additional profit-sharing contributions as provided by the Thrift Plan. Expense related to these contributions amounted to $ 3.0 million in 2025, $ 2.9 million in 2024 and $ 2.7 million in 2023.
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Fair Value Measurements
The following tables present our retirement plan assets measured at fair value on a recurring basis by fair value hierarchy level at December 31, 2025 and 2024. During the years ended December 31, 2025 and 2024, there were no transfers between Level 1 and Level 2 for items of a recurring basis. There were no purchases or transfers of Level 3 plan assets in 2025 or 2024.
December 31, 2025
Fair Value Asset Classes (1)
(dollars in thousands) Level 1 Level 2 Level 3 Total
Cash and cash equivalents (2)
$ 363 $ — $ — $ 363
Fixed income (3)
55,948 — — 55,948
Equity mutual funds (4)
6,426 — — 6,426
Total Assets at Fair Value $ 62,737 $ — $ — $ 62,737
(1) Refer to Note 1. Summary of Significant Accounting Policies, Fair Value Measurements for a description of levels within the fair value hierarchy.
(2) This asset class includes FDIC insured money market instruments.
(3) This asset class includes a variety of fixed income mutual funds which primarily invest in investment grade rated securities.
(4) This asset class includes equity mutual funds invested in an active all-cap strategy.
December 31, 2024
Fair Value Asset Classes (1)
(dollars in thousands) Level 1 Level 2 Level 3 Total
Cash and cash equivalents (2)
$ 1,040 $ — $ — $ 1,040
Fixed income (3)
56,301 — — 56,301
Equity mutual funds (4)
6,565 — — 6,565
Total Assets at Fair Value $ 63,906 $ — $ — $ 63,906
(1) Refer to Note 1. Summary of Significant Accounting Policies, Fair Value Measurements for a description of levels within the fair value hierarchy.
(2) This asset class includes FDIC insured money market instruments.
(3) This asset class includes a variety of fixed income mutual funds which primarily invest in investment grade rated securities.
(4) This asset class includes equity mutual funds invested in an active all-cap strategy.
NOTE 21. INCENTIVE AND RESTRICTED STOCK PLAN AND DIVIDEND REINVESTMENT PLAN
The 2021 Incentive Plan provides for cash performance awards and for granting incentive stock options, nonstatutory stock options, restricted stock, restricted stock units and appreciation rights. The 2021 plan replaced and superseded the S&T Bancorp, Inc. 2014 Incentive Plan. No new awards will be granted under the 2014 plan. A maximum of 1,000,000 shares of our common stock were available for awards granted under the 2021 Incentive Plan and the plan expires ten years from the date of board approval which occurred in May of 2021. Previously granted but forfeited shares are added to the shares available for issuance.
Restricted Stock
We periodically issue restricted stock to employees and directors pursuant to our 2021 Incentive Plan. Restricted stock awards are part of the compensation arrangements approved by the Compensation and Benefits Committee. Restricted shares granted under the plan consist of both time and performance-based restricted stock units. The awards are granted in accordance with performance levels set by the Compensation and Benefits Committee.
The following table provides information about restricted stock units granted for the periods presented:
December 31,
Vesting Period 2025 2024 2023
2021 Stock Plan
Directors One year 12,422 15,601 17,145
Other Awards Three years 171,409 150,110 145,532
Total Restricted Stock Grants 183,831 165,711 162,677
Common stock is issued as vesting restrictions lapse which varies according to the terms of the vesting schedules in the award agreements. The vesting of time based awards is generally 1 to 3 years. The vesting of performance-based awards is based on S&T's achievement of relative return on average equity and total shareholder return, over a 3 year performance period compared to a peer group as defined in the award agreements. Restricted stock grants are forfeited if a grantee leaves S&T before the end of the vesting period except where accelerated vesting provisions are defined within the award agreements.
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During 2025, 2024 and 2023, we recognized compensation expense of $ 5.3 million, $ 4.6 million and $ 3.9 million and realized a tax benefit of $ 1.1 million, $ 1.0 million and $ 0.8 million related to restricted stock grants.
The following table provides information about restricted stock granted under the plans for the years ended December 31:
(dollars in thousands), except per share data
Restricted
Stock Weighted Average
Grant Date
Fair Value
Non-vested at December 31, 2023 315,710 $ 27.75
Granted 165,711 32.59
Vested 95,589 30.77
Forfeited 34,368 31.47
Non-vested at December 31, 2024 351,464 $ 31.41
Granted 183,831 35.38
Vested 136,790 30.12
Forfeited 11,915 33.82
Non-vested at December 31, 2025 386,590 $ 34.01
The maximum number of shares that can be issued if performance is achieved at the maximum level is approximately 555,000 shares at December 31, 2025. As of December 31, 2025, there was $ 4.9 million of total unrecognized compensation cost related to restricted stock that will be recognized as compensation expense over a weighted average period of 1.79 years.
Dividend Reinvestment Plan
We also sponsor a Dividend Reinvestment and Stock Purchase Plan, or Dividend Plan, where shareholders may purchase shares of S&T common stock at the average fair value with reinvested dividends and voluntary cash contributions. The plan administrator and transfer agent may purchase shares directly from us from shares held in treasury or purchase shares in the open market to fulfill the Dividend Plan’s needs.
NOTE 22. PARENT COMPANY CONDENSED FINANCIAL INFORMATION
The following condensed financial statements summarize the financial position of S&T Bancorp, Inc. as of December 31, 2025 and 2024 and the results of its operations and cash flows for each of the three years ended December 31, 2025, 2024 and 2023.
BALANCE SHEETS
December 31,
(dollars in thousands) 2025 2024
ASSETS
Cash $ 11,962 $ 39,304
Investments in:
Bank subsidiary 1,461,635 1,352,177
Nonbank subsidiaries 4,462 4,169
Other assets 11,329 9,666
Total Assets $ 1,489,388 $ 1,405,316
LIABILITIES
Long-term debt $ 24,572 $ 24,515
Other liabilities 939 507
Total Liabilities 25,511 25,022
Total Shareholders’ Equity 1,463,877 1,380,294
Total Liabilities and Shareholders’ Equity $ 1,489,388 $ 1,405,316
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STATEMENTS OF NET INCOME
Years ended December 31,
(dollars in thousands) 2025 2024 2023
Dividends from subsidiaries $ 65,536 $ 66,775 $ 86,950
Total Income 65,536 66,775 86,950
Interest expense on long-term debt 1,939 2,180 2,372
Other expenses 5,382 4,973 4,764
Total expense 7,321 7,153 7,136
Income before income tax and undistributed net income of subsidiaries 58,215 59,622 79,814
Income tax benefit ( 1,550 ) ( 1,309 ) ( 1,478 )
Income before undistributed net income of subsidiaries 59,765 60,931 81,292
Equity in undistributed net income of:
Bank subsidiary 74,172 70,823 63,337
Nonbank subsidiaries 293 ( 489 ) 152
Net Income $ 134,230 $ 131,265 $ 144,781
STATEMENTS OF CASH FLOWS
Years ended December 31,
(dollars in thousands) 2025 2024 2023
OPERATING ACTIVITIES
Net Income $ 134,230 $ 131,265 $ 144,781
Equity in undistributed earnings of subsidiaries ( 74,466 ) ( 70,334 ) ( 63,489 )
Other 3,726 9,484 1,402
Net Cash Provided by Operating Activities 63,490 70,415 82,694
FINANCING ACTIVITIES
Repayment of long term debt — — ( 5,464 )
Repurchase of shares for taxes on restricted stock ( 1,672 ) ( 870 ) ( 798 )
Repurchase of common stock ( 36,273 ) — ( 19,808 )
Cash dividends paid to common shareholders ( 52,887 ) ( 50,974 ) ( 49,708 )
Net Cash Used in Financing Activities ( 90,832 ) ( 51,844 ) ( 75,778 )
Net (decrease) increase in cash ( 27,342 ) 18,571 6,916
Cash at beginning of year 39,304 20,733 13,817
Cash at End of Year $ 11,962 $ 39,304 $ 20,733
NOTE 23. REGULATORY MATTERS
We are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our consolidated financial statements. Under capital guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about risk weightings and other factors.
Under the applicable capital rules, S&T and S&T Bank are subject to the following risk-based capital ratios: a common equity tier 1, or “CET1”, risk-based capital ratio, a Tier 1 risk-based capital ratio, which includes CET1 and additional Tier 1 capital, and a total capital ratio which includes Tier 1 and Tier 2 capital. CET1 is primarily comprised of the sum of common stock instruments and related surplus net of treasury stock, retained earnings, and certain qualifying minority interests, less certain adjustments and deductions, including with respect to goodwill, intangible assets, mortgage servicing assets and deferred tax assets subject to temporary timing differences. Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock, tier 1 minority interests and grandfathered trust preferred securities, if applicable. Tier 2 capital consists of instruments disqualified from Tier 1 capital, including qualifying subordinated debt, certain trust preferred securities, other preferred stock and certain hybrid capital instruments, and a limited amount of loan loss reserves up to a maximum of 1.25 percent of risk-weighted assets, subject to certain eligibility criteria.
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The capital rules require a minimum CET1 risk-based capital ratio of 4.5 percent, a minimum overall Tier 1 risk based capital ratio of 6.0 percent, and a total risk-based capital ratio of 8.0 percent. In addition, the capital rules require a capital conservation buffer of 2.5 percent above each of the minimum capital ratio requirements (CET1, Tier 1, and total risk-based capital), which must be met for a bank or bank holding company to be able to pay dividends, engage in share buybacks or make discretionary bonus payments to executive management without automatic restrictions. The capital conservation buffer is 2.50 percent, so a banking organization needs to maintain a CET1 capital ratio of at least 7 percent, a total Tier 1 capital ratio of at least 8.5 percent and a total risk-based capital ratio of at least 10.5 percent or it would be subject to restrictions on capital distributions and discretionary bonus payments to its executive management.
The leverage capital ratio, which serves as a minimum capital standard, is the ratio of Tier 1 capital to quarterly average total assets, less goodwill and other disallowed intangible assets. The required minimum leverage ratio for all banks and bank holding companies is 4 percent.
To be well-capitalized, we must maintain the following capital ratios:
• CET1 risk-based capital ratio of 6.5 percent or greater;
• Tier 1 risk-based capital ratio of 8.0 percent or greater;
• Total risk-based capital ratio of 10.0 percent or greater; and
• Tier 1 leverage ratio of 5.0 percent or greater.
The following table summarizes risk-based capital amounts and ratios for S&T and S&T Bank:
Actual Minimum
Regulatory Capital
Requirements To be
Well Capitalized
Under Prompt
Corrective Action
Provisions
(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
As of December 31, 2025
Leverage Ratio
S&T $ 1,154,736 12.18 % $ 379,316 4.00 % $ 474,146 5.00 %
S&T Bank 1,128,495 11.91 % 379,139 4.00 % 473,923 5.00 %
Common Equity Tier 1 ratio
S&T 1,130,736 14.32 % 355,419 4.50 % 513,383 6.50 %
S&T Bank 1,128,495 14.30 % 355,206 4.50 % 513,076 6.50 %
Tier 1 Capital (to Risk-Weighted Assets)
S&T 1,154,736 14.62 % 473,892 6.00 % 631,856 8.00 %
S&T Bank 1,128,495 14.30 % 473,608 6.00 % 631,478 8.00 %
Total Capital (to Risk-Weighted Assets)
S&T 1,278,474 16.19 % 631,856 8.00 % 789,821 10.00 %
S&T Bank 1,252,175 15.86 % 631,478 8.00 % 789,347 10.00 %
As of December 31, 2024
Leverage Ratio
S&T $ 1,112,126 11.98 % $ 371,211 4.00 % $ 464,014 5.00 %
S&T Bank 1,060,010 11.43 % 371,002 4.00 % 463,752 5.00 %
Common Equity Tier 1 ratio
S&T 1,088,126 14.58 % 335,888 4.50 % 485,172 6.50 %
S&T Bank 1,060,010 14.21 % 335,722 4.50 % 484,932 6.50 %
Tier 1 Capital (to Risk-Weighted Assets)
S&T 1,112,126 14.90 % 447,851 6.00 % 597,134 8.00 %
S&T Bank 1,060,010 14.21 % 447,629 6.00 % 596,839 8.00 %
Total Capital (to Risk-Weighted Assets)
S&T 1,230,497 16.49 % 597,134 8.00 % 746,418 10.00 %
S&T Bank 1,178,335 15.79 % 596,839 8.00 % 746,049 10.00 %
As of December 31, 2025 and 2024, S&T’s and S&T Bank’s regulatory capital ratios were above the well-capitalized standards and met the fully phased-in capital conservation buffer.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 24. SHARE REPURCHASE PLAN
On May 13, 2025, the Board of Directors of S&T Bancorp, Inc. authorized an extension of our $ 50 million share repurchase plan, to July 31, 2026. The repurchase authorization permits S&T to repurchase shares of S&T's common stock from time to time through a combination of open market and privately negotiated repurchases up to the authorized $ 50 million aggregate value of S&T's common stock. At December 31, 2025, there was $ 13.8 million in capacity remaining under the plan.
The following table presents common stock repurchase activity for the periods presented:
Twelve Months Ended December 31,
(in thousands, except share and per share data) 2025 2024
Value of shares authorized to repurchase $ 50,000 $ 50,000
Remaining plan capacity at the beginning of the period $ 50,000 $ 50,000
Total shares repurchased 948,270 —
Average share price for the period $ 38.20 $ —
Total share cost of repurchases (1)
$ 36,226 $ —
Remaining plan capacity at the end of the period $ 13,774 $ 50,000
(1) Excludes excise tax and commissions.
NOTE 25. SUBSEQUENT EVENTS
On January 21, 2026, the Board of Directors of S&T Bancorp, Inc. authorized a new $ 100 million share repurchase program. The new program replaced the existing share repurchase program effective January 26, 2026, and is set to expire February 1, 2027. The remaining capacity of $ 13.8 million under the existing share repurchase program was terminated. The new program authorizes the share repurchase of S&T's common stock from time to time through a combination of open market and privately negotiated transactions up to the authorized $ 100 million aggregate value of S&T's common stock. The specific timing, price and quantity of repurchases will be at the discretion of S&T and will depend on a variety of factors, including general market conditions, the trading price of the common stock, applicable securities laws and other legal and contractual requirements, as well as S&T’s financial performance. The repurchase program does not obligate S&T to repurchase any particular number of shares and may be extended, modified or discontinued at any time. As of February 25, 2026, 856,900 shares were repurchased under the new plan, at an average price of $ 43.45 per share, for $ 37.2 million excluding excise tax and commissions. As of February 25, 2026, there was $ 62.8 million in capacity remaining under the plan.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of S&T Bancorp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of S&T Bancorp, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of net income, comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.
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Allowance for Credit Losses (ACL)
Description of the Matter At December 31, 2025, the Company’s gross portfolio of loans was $8.1 billion with an associated ACL of $93.2 million. As discussed in Notes 1 and 6 to the consolidated financial statements, the ACL is an estimate of expected credit losses, measured over the contractual life of a loan, that considers historical loss experience, current conditions and forecasts of future economic conditions. The methodology for determining the ACL has two main components: evaluation of expected credit losses for certain groups of homogeneous loans that share similar risk characteristics and an individual assessment of loans that do not share risk characteristics with other loans to determine if a specific reserve is appropriate.
The ACL for homogeneous loans is calculated using a life-time loss rate methodology with both a quantitative and a qualitative analysis that is applied on a quarterly basis. Management applies qualitative adjustments to reflect the current conditions and reasonable and supportable forecasts not already reflected in the historical loss information at the balance sheet date. Judgment was required by management to determine the segment specific risk and the reasonable and supportable forecast, which are both part of the qualitative allowance.
Auditing the ACL involves a high degree of subjectivity due to the segment specific risk and the reasonable and supportable forecast, which are both part of the qualitative allowance. Management’s identification and measurement of the segment specific risk and the reasonable and supportable forecast are highly judgmental and could have a significant effect on the ACL.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the ACL process, which include, among others, management’s review and approval controls designed to assess the need for and level of the segment specific risk and the reasonable and supportable forecast, which are both part of the qualitative allowance, and the controls related to the reliability of the data utilized to support management’s assessment.
To test the segment specific risk and reasonable and supportable forecast, which are both part of the qualitative allowance, we evaluated the appropriateness of management’s methodology and assessed the reasonableness of the adjustments and whether all relevant risks were reflected in the ACL.
Regarding the measurement of the segment specific risk and the reasonable and supportable forecast, we evaluated the completeness, accuracy and relevance of the underlying internal and external data utilized in management’s estimate and considered the existence of additional or contrary information.
We evaluated the overall ACL, inclusive of the qualitative adjustments, and whether the amount appropriately reflects a reasonable estimate of expected credit losses by comparing the overall ACL to historical losses and ACL reserves established by peer banking institutions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2018.
Pittsburgh, Pennsylvania
February 27, 2026
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of S&T Bancorp, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited S&T Bancorp, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, S&T Bancorp, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of net income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 27, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
February 27, 2026
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None