stba-20240124

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

January 24, 2024

Date of Report (date of earliest event reported)

S&T BANCORP, INC

(Exact name of registrant as specified in its charter)

Pennsylvania

0-12508

25-1434426

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

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

800 Philadelphia Street

Indiana

15701

(Address of Principal Executive Offices)

(Zip Code)

(800) 325-2265

Registrant's telephone number, including area code

(Not applicable)

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

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

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

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

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

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

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


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

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

Emerging growth company ☐

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On January 24, 2024, the Board of Directors (the "Board") of S&T Bancorp, Inc. ("S&T") increased the number of directors from 11 to12 and appointed Bhaskar Ramachandran to serve on the Board, effective immediately. Mr. Ramachandran was also appointed as a director of S&T Bank, effective immediately. The Board determined that Mr. Ramachandran is independent in accordance with the director independence standards established by Nasdaq. The committees on which Mr. Ramachandran will serve have not been determined. He will be eligible to receive compensation for his Board service according to the recommendations of the Nominating and Corporate Governance Committee of the Board and the determination of the Board with respect to compensation for all non-employee directors. For his service on the board from January 24, 2024 through the annual shareholder meeting, he will receive a prorated cash retainer of $23,333 and an equity grant valued at $16,667.

Mr. Ramachandran has served as global vice president and chief information officer of PPG Industries, Inc. since 2021. Prior to joining PPG, he served as vice president of information technology and chief information officer of the largest division of Jabil Inc. Prior to joining Jabil Inc., Mr. Ramachandran held various information technology leadership roles at Textron Inc. Mr. Ramachandran holds a Master of Business Administration from Duke University, a bachelor’s degree in chemistry from Madras University and an advanced diploma in systems management from the National Institute of Information Technology in India.

There are no arrangements or understandings between Mr. Ramachandran and any other person pursuant to which Mr. Ramachandran was appointed to the Board. There are no other transactions to which S&T is a party in which Mr. Ramachandran has an interest that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K. S&T issued a press release on January 24, 2024 regarding the appointment of Mr. Ramachandran to the Board. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description of Exhibit
99.1						Press Release
104						Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

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


			S&T Bancorp, Inc.
			/s/ Mark Kochvar
January 24, 2024			Mark Kochvar Senior Executive Vice President, Chief Financial Officer

S&T Bancorp Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits