8-K

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

Date of Report (Date of earliest event reported): February 16, 2016

S&T Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania	0-12508	25-1434426
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
800 Philadelphia Street, Indiana, PA		15701
(Address of Principal Executive Offices)		Zip Code

Registrant’s telephone number, including area code (800) 325-2265

Former name or address, if changed since last report Not Applicable

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:

¨ 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))

Item 7.01. – Regulation FD Disclosure

The attached investor presentation contains financial data that members of management will use from time to time through December 31, 2016, during visits with investors, analysts and other interested parties to assist in their understanding of S&T Bancorp, Inc. (“S&T”). This investor presentation is available in the Events and Presentations section of S&T’s website at www.stbancorp.com. A copy of the investor presentation is attached as Exhibit 99.1 and 99.2 to this report and is incorporated herein by reference.

The information in this Current Report on Form 8-K is being furnished under Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”). Or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

This Form 8-K, including the investor presentation, contains “forward-looking statements” within the meaning of the safe harbor provisions of the federal securities laws. These statements are based on S&T’s expectations and involve risks and uncertainties that could cause our actual results to differ materially from those set forth in the statements. These risks are discussed in S&T’s filings with the Securities and Exchange Commission (the “SEC”), including an extensive discussion of these risks in the S&T’s Annual Report on Form 10-K for the year ended December 31, 2014. Such forward-looking statements speak only as of the date they are made, and S&T undertakes no obligation to update or revise any forward-looking statement. If S&T does update any forward-looking statement, no inference should be drawn that it will make additional updates with respect to that statement or any other forward-looking statements.

Item 9.01. – Financial Statements and Exhibits

(d) Exhibits.

99.1	Investor Presentation.
99.2	Investor Presentation.

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.
February 16, 2016	/s/ Mark Kochvar
	Mark Kochvar Senior Executive Vice President, Chief Financial Officer

Exhibit Index

Number	Description
99.1	Investor Presentation
99.2	Investor Presentation

EX-99.1

Exhibit 99.1

Profile: S&T Bancorp, Inc. is a $6.3 billion financial holding company headquartered in Indiana, PA, located about 55 miles northeast of Pittsburgh, PA. Founded in 1902 with a single location in Indiana, PA, S&T Bancorp, Inc. has grown to 64 branch offices that provide a full range of financial services to individuals and businesses in 17 counties in Pennsylvania and northeast Ohio. Additionally, S&T has loan production offices in central Ohio and western New York. Investment Thesis: • Above peer performance • Strategic and effective mergers and expansion • Demonstrated expense discipline and efficiency • Organic growth • Sound asset quality • Stable regional economy with long term oil and gas benefit Recent Mergers and Expansions: December 21, 2015 S&T Bank branch opens in Akron, Ohio. March 23, 2015 S&T Bank loan production office opens to service western New York. March 4, 2015 S&T Bancorp merges with Integrity Bancshares in southcentral PA, adding 8 offices in 4 counties, $789 million in loans, and $722 million in deposits. June 18, 2014 S&T Bank branch opens in State College, PA. January 21, 2014 S&T Bank loan production office opens to service central Ohio. Total Annualized Shareholder Return Includes reinvested dividends (Data as of 12.31.15) 1 YR 3 YR 5 YR 10 YR STBA 5.99% 22.73% 9.51% 1.45% NASDAQ Bank 8.84% 17.40% 11.43% 1.61% KRX-Dow Jones KBW Regional Bank 5.99% 16.81% 11.34% 1.01% S&P 500 1.37% 15.11% 12.54% 7.29% Key Statistics: (Data as of 12.31.15) Total Assets (in $ millions) $6,318 Common BV/Share $22.76 Tangible BV/Share $14.26 Stock Price $30.82 Market Cap (in $ billions) $1.07 Dividend Yield (annualized) 2.47% Price/Earnings (LTM) 15.6 64 Branches in 17 counties in Pennsylvania & Ohio 2 Loan Production Offices in Ohio and New York MEMBER FDIC Source: Bloomberg S&T Bank Loan Production Offices

Senior Management: Todd D. Brice President and Chief Executive Officer Mark Kochvar Senior Executive Vice President, Chief Financial Officer David G. Antolik Senior Executive Vice President, Chief Lending Officer David P. Ruddock Senior Executive Vice President, Chief Operating Officer Rebecca A. Stapleton Senior Executive Vice President, Chief Banking Officer Investor Relations Contact: Mark Kochvar S&T Bancorp, Inc. 800 Philadelphia Street Indiana, PA 15701 724.465.4826 mark.kochvar@stbank.net For more information visit stbancorp.com or stbank.com. Common stock traded on the NASDAQ under the symbol STBA Analyst Coverage: The following analysts published research about S&T Bancorp, Inc. in 2016. Boenning & Scattergood Matthew Schultheis • 610.832.5290 mschultheis@boenninginc.com Keefe, Bruyette & Woods Collyn Gilbert • 973.549.4092 collyn.gilbert@kbw.com Piper Jaffray Matthew Breese • 207.233.4399 matthew.m.breese@pjc.com Raymond James William Wallace • 301.657.1548 william.wallace@raymondjames.com Financial Highlights: This document may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that could cause actual results to differ materially from the results discussed in these statements. These risks are detailed in the company’s latest form 10-Q and 10-K filed with the Securities and Exchange Commission. This document also contains or references, certain non-GAAP financial measures, such as net interest margin (FTE). Although S&T believes that these measures enhance investors’ understanding of S&T’s business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP, and should be read in conjunction with the audited financial statements and analysis as presented in the Annual Report on Form 10-K as well as the unaudited financial statements and analyses as presented in the respective Quarterly Reports on Forms 10-Q for S&T Bancorp, Inc. and subsidiaries. 2015 Full Year 2014 Full Year 2013 Full Year Net Income (in $ thousands) $67,081 $57,910 $50,539 Diluted Earnings per Share $1.98 $1.95 $1.70 Dividends Declared per Share $0.73 $0.68 $0.61 Total Assets (in $ millions) $6,318 $4,965 $4,533 Total Loans (in $ millions) $5,063 $3,872 $3,568 Total Deposits (in $ millions) $4,877 $3,909 $3,672 Return on Average Assets 1.13% 1.22% 1.12% Return on Average Equity 8.94% 9.71% 9.21% Return on Tangible Equity 14.39% 14.02% 13.94 % Net Interest Margin (FTE) 3.56% 3.50% 3.50% Nonperforming Assets/Loans + OREO 0.61% 0.33% 0.64% Allowance for Loan Losses/Total Loans 0.96% 1.24% 1.30% Net Loan Charge-offs / Average Loans 0.22% 0.00% 0.25% Risk-based Capital - Total 11.60% 14.27% 14.36% Tangible Common Equity/Tangible Assets 8.24% 9.00% 9.03% • Named to the prestigous Sandler O’Neill Sm-All Stars Class of 2013, 2014, and 2015. • Superior Customer Service Consistently ranked high in customer satisfaction. • American Heart Association S&T recognized as a Gold Level Fit-Friendly Worksite in 2015. Our Reputation Speaks for Itself... One customer at a time.

EX-99.2

Full Year 2015 Exhibit 99.2

Forward Looking Statement and Risk Factor This presentation contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include, among others, statements regarding trends, strategies, plans, beliefs, intentions, expectations, goals and opportunities. Forward looking statements are typically identified by words or phrases such as believe, expect, anticipate, intend, estimate, assume, strategy, plan, outlook, outcome, continue, remain, trend and variations of such words and similar expressions, or future or conditional verbs such as will, would, should, could, may or similar expressions. Actual results and performance could differ materially from those anticipated by these forward-looking statements. Factors that could cause such a difference include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, loan demand, asset quality, including real estate and other collateral values, and competition. S&T cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. These forward-looking statements speak only as of the date hereof, and S&T assumes no duty to update forward-looking statements. Subsequent written or oral statements attributable to S&T or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained herein and those in S&T’s reports previously and subsequently filed with the Securities and Exchange Commission.

Non-GAAP Financial Measures In addition to the results of operations presented in accordance with Generally Accepted Accounting Principles (GAAP), S&T management uses and this presentation contains or references certain non-GAAP financial measures, such as net interest income on a fully taxable equivalent basis. S&T believes these financial measures provide information useful to investors in understanding our operational performance and business and performance trends which facilitate comparisons with the performance of others in the financial services industry. Although S&T believes that these non-GAAP financial measures enhance investors’ understanding of S&T’s business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. The non-GAAP financial measures contained therein should be read in conjunction with the audited financial statements and analysis as presented in the Annual Report on Form 10-K as well as the unaudited financial statements and analyses as presented in the respective Quarterly Reports on Forms 10-Q for S&T Bancorp, Inc. and subsidiaries.

Corporate Profile

Performance Summary *Refer to appendix for reconciliation of Non-GAAP financial measures

STBA Investment Thesis Above peer performance Strategic and effective mergers and expansion Demonstrated expense discipline and efficiency Organic growth Sound asset quality Stable regional economies with long-term oil and gas benefit

Performance

Performance

Performance

Mainline National Bank acquired - March 9, 2012 Northeast Ohio Loan Production Office opened – August 27, 2012 Gateway Bank acquired August 13, 2012 Western NY LPO opened – March 23, 2015 Integrity Bank acquired March 4, 2015 Central Ohio LPO opened – January 21, 2014 S&T Bank branch opens in State College, PA June 18, 2014 Mergers and expansion S&T Bank branch opens in Akron, OH December 21, 2015

Expenses

Expenses

Market Opportunity MSA 2016 Population (in thousands) 2016-2021 % Change Median HH Income (in thousands) Locations Deposits (in millions) Deposit Market Share % Loans (in millions) Pittsburgh, PA 2,353 0.14% 55 27 $1,846 1.6% $1,949 Indiana, PA1 87 (0.97)% 47 10 $1,399 58.3% $391 Jefferson-Clarion, PA2 83 (1.64)% 44 8 $555 34.7% $236 Harrisburg-Carlisle, PA 565 2.14% 61 4 $518 4.2% $357 DuBois, PA1 81 (0.39)% 43 2 $175 13.4% $122 Lancaster, PA 538 2.53% 60 3 $155 1.4% $363 Johnstown, PA 135 (3.51)% 43 6 $133 4.7% $79 Altoona, PA 125 (0.70)% 46 1 $49 2.1% $141 York-Hanover, PA 443 1.50% 59 1 $27 0.4% $83 State College, PA 161 3.01% 56 1 $11 0.4% $51 Akron, OH 705 0.55% 53 1 - - $72 Cleveland-Elyra, OH 2,061 (0.05)% 52 - - - $112 Columbus, OH 2,030 4.27% 58 1 - - $212 Rochester, NY 1,084 0.90% 55 1 - - $53 Buffalo-Cheektowaga-Niagara Falls, NY 1,137 0.85% 53 - - - $94 1 Micropolitan statistical area 2 Counties not part of an MSA or Micropolitan statistical area Source: SNL, Nielson, and internal data Growth

Asset quality

Asset quality 0.78% 0.25% 0.00% 0.22% Peer* 0.0% 0.2% 0.4% 0.6% 0.8% 2012 2013 2014 2015 *BHCPR Peer Group 2: Bank Holding Companies with $3 - 10 Billion of Assets (September YTD peer ratio used for 2015) Net Charge Offs / Average Loans

Stable regional economies with long-term oil & gas benefit Regional economy

Loan Mix As of 12.31.15 Home Equity 471 40% Mortgage/Construction 646 54% Other 74 6% CRE 2,167 56% C&I 1,257 33% Construction 413 11%

Rate Sensitivity As of 12.31.15 Loans & Securities Floating Rate 2,144 37% ARM/Future Reset 1,474 25% Fixed Rate 2,171 38% Total 5,789 100% Deposits & Borrowings Floating Rate/Short Wholesale Liabilities 975 18% Non-Maturity Variable Deposits 2,033 37% Non-Interest Bearing DDA 1,228 22% Fixed Rate 1,221 22% Total 5,457 100%

Senior Management Name Title Years in Banking Years with S&T Todd D. Brice President & CEO 30 30 Mark Kochvar Chief Financial Officer 29 23 David G. Antolik Chief Lending Officer 27 25 Ernest J. Draganza Chief Risk Officer 29 24 Patrick J. Haberfield Chief Credit Officer 28 5 David P. Ruddock Chief Operating Officer 30 30 Thomas J. Sposito, II Market Executive 30 3 Rebecca A. Stapleton Chief Banking Officer 27 27

Continuous Improvement Multi-Faceted Growth Profit Improvement Operational Effectiveness Culture Customer Experience Risk Management 3 mergers since 2012 3 new LPOs in 3 years State College branch opened in 2014 McCandless, PA branch opened in 2015 Akron, OH branch opened in 2015 Platinum banking Closed 5 branches Converted 2 branches to drive-ups Insurance restructure Wealth Management restructure Sold merchant processing business Centralized collections New floor plan system New mortgage origination system New consumer loan origination system Replaced computer network infrastructure Wealth Management system conversion New deposit origination platform Voted Best Place to Work in PA. AARP recognition Organization wide focus Green initiative Marketing rebranding 2 branch innovation centers New training center Mobile expansion Enterprise-wide focus Balanced risk vs. reward

Stock Performance 1 YR 3YR 5YR 10YR STBA 5.99% 22.73% 9.51% 1.45% NASDAQ Bank 8.84% 17.40% 11.43% 1.61% KRX-Dow Jones KBW Regional Bank 5.99% 16.81% 11.34% 1.01% S&P 500 1.37% 15.11% 12.54% 7.29% Institutional Ownership 47.19% Insider Ownership 2.81% Employee 401K 1.76% Source: Bloomberg Source: NASDAQ and internal data Source: SNL Stock Price Change (%)

Lines of Business Commercial Banking 48 commercial bankers 18 business bankers Privately held companies with sales up to $150 million Regional team based approach to credit delivery Dedicated small business (B2B) delivery channel Retail Banking Competitive, relationship driven Robust suite of deposit and loan products Over 122,000 households 64 branches; average size of $67.6 million Technology driven with over 90,000 online banking and over 42,000 mobile banking customers S&T-Evergreen Insurance Full service agency Commercial P&C (76%) Group life and health (12%) Personal lines (12%) Annual revenue of $5.0 million Focus on increasing penetration of S&T customer base Wealth Management $2.1 billion AUM 3 divisions S&T Trust S&T Financial Services RIA/Stewart Capital Advisors Annual revenue of $11.4 million Stewart Capital Mid-Cap Fund (SCMFX) with $84 million in assets

The Right Size Big enough to: Provide full complement of products and services Access technology Access capital markets Attract talent Expand – mergers and acquisitions/de novo Small enough to: Stay close to our customers Understand our markets Be responsive

Income Statement Dollars in thousands, except per share data

Balance Sheet Dollars in thousands

Loan Portfolio Dollars in thousands

Asset Quality Dollars in thousands

Capital *Refer to appendix for reconciliation of Non-GAAP financial measures

APPENDIX – Non-GAAP Measures

APPENDIX – Non-GAAP Measures

Full Year 2015