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What changed in TRUSTCO BANK CORP N Y's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TRUSTCO BANK CORP N Y's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+255 added−249 removedSource: 10-K (2026-03-16) vs 10-K (2025-03-14)

Top changes in TRUSTCO BANK CORP N Y's 2025 10-K

255 paragraphs added · 249 removed · 193 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

103 edited+33 added−36 removed150 unchanged
Biggest changeAs noted above, a savings institution, such as the Bank, that is a subsidiary of a savings and loan holding company and that proposes to make a capital distribution must also submit written notice to the Federal Reserve Board prior to such distribution, and Federal Reserve Board may object to the distribution based on safety and soundness or other concerns.
Biggest changeThe OCC may not approve a dividend if the institution would be undercapitalized following the distribution, the proposed capital distribution raises safety and soundness concerns, or the capital distribution would violate a prohibition contained in any statute, regulation, or agreement between the bank and a regulator or a condition imposed in a previously approved application or notice. 8 Index As noted above, a savings institution, such as the Bank, that is a subsidiary of a savings and loan holding company and that proposes to make a capital distribution must also submit written notice to the Federal Reserve Board prior to such distribution, and Federal Reserve Board may object to the distribution based on safety and soundness or other concerns.
Interagency Guidelines Establishing Standards for Safety and Soundness set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired.
The Interagency Guidelines Establishing Standards for Safety and Soundness set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired.
The Federal Reserve Board and the OCC have extensive enforcement authority over savings institutions and their holding companies, including the Bank and TrustCo. This includes enforcement authority with respect to the actions of the Bank ’ s and TrustCo ’ s directors, officers and other “ institution-affiliated parties, ” including attorneys and auditors.
Enforcement . The Federal Reserve Board and the OCC have extensive enforcement authority over savings institutions and their holding companies, including the Bank and TrustCo. This includes enforcement authority with respect to the actions of the Bank ’ s and TrustCo ’ s directors, officers and other “ institution-affiliated parties, ” including attorneys and auditors.
The phrase “ source of financial strength ” is defined as “ the ability of a company that directly or indirectly owns or controls an insured depository institution to provide financial assistance to such insured depository institution in the event of the financial distress of the insured depository institution. ” The federal banking agencies are authorized to adopt regulations with respect to this requirement. 10 Index Securities Regulation and Corporate Governance The Company ’ s common stock is registered with the SEC under Section 12(b) of the Exchange Act, and the Company is subject to restrictions, reporting requirements and review procedures under federal securities laws and regulations.
The phrase “ source of financial strength ” is defined as “ the ability of a company that directly or indirectly owns or controls an insured depository institution to provide financial assistance to such insured depository institution in the event of the financial distress of the insured depository institution. ” The federal banking agencies are authorized to adopt regulations with respect to this requirement. 12 Index Securities Regulation and Corporate Governance The Company ’ s common stock is registered with the SEC under Section 12(b) of the Exchange Act, and the Company is subject to restrictions, reporting requirements and review procedures under federal securities laws and regulations.
In November 2021, the federal banking agencies adopted new rules requiring banking organizations to notify their primary regulator within 36 hours of becoming aware of a “computer-security incident” that rises to the level of a “notification incident.” A notification incident is a “computer-security incident” that has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its customer base, jeopardize the viability of key operations of the banking organization, or impact the stability of the financial sector.
In November 2021, the federal banking agencies adopted rules requiring banking organizations to notify their primary regulator within 36 hours of becoming aware of a “computer-security incident” that rises to the level of a “notification incident.” A notification incident is a “computer-security incident” that has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its customer base, jeopardize the viability of key operations of the banking organization, or impact the stability of the financial sector.
We recognize that exceptions to the below-listed policy guidelines may occur and have established procedures for approving exceptions to these policy guidelines. Residential Real Estate Loans We originate 1-4 family, owner-occupied residential real estate loans. Historically, vast majority of residential loan originations are fixed-rate loans which are held in portfolio.
We recognize that exceptions to the below-listed policy guidelines may occur and have established procedures for approving exceptions to these policy guidelines. Residential Real Estate Loans We originate 1-4 family, owner-occupied residential real estate loans. Historically, the vast majority of our residential loan originations are fixed-rate loans which are held in portfolio.
Employee Recruitment and Retention Payment of Equity Awards to More Employees: Since 2019, TrustCo has made equity awards deeper into the corporate organization to recognize and provide additional incentive compensation to individuals who consistently made an exceptional contribution to the bank by originating more mortgage loans and greater deposits.
Employee Recruitment and Retention Payment of Equity Awards to More Employees: Since 2019, TrustCo has granted equity awards deeper into the corporate organization to recognize and provide additional incentive compensation to individuals who consistently made an exceptional contribution to the bank by originating more mortgage loans and greater deposits.
The final rule directs national securities exchanges and associations, including Nasdaq, to require listed companies to develop and implement clawback policies to recover erroneously awarded incentive-based compensation from current or former executive officers in the event of a required accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, and to disclose their clawback policies and any actions taken under these policies.
The final rule directed national securities exchanges and associations, including Nasdaq, to require listed companies to develop and implement clawback policies to recover erroneously awarded incentive-based compensation from current or former executive officers in the event of a required accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, and to disclose their clawback policies and any actions taken under these policies.
Hiring & Promotion Practices At TrustCo and Trustco Bank we are continuously educating our hiring managers about recruitment and selection processes, and we strive to build our workforce from within when possible.
Hiring & Promotion Practices At TrustCo and Trustco Bank (“Bank”) we are continuously educating our hiring managers about recruitment and selection processes, and we strive to build our workforce from within when possible.
Any such events could have a material adverse effect on our costs or results of operations. These same issues also could impact the value of mortgage collateral and the security for residential and commercial loans. 19 Index As a mortgage lender, Trustco Bank has identified credit, market, liquidity, and operational factors as climate-related risks.
Any such events could have a material adverse effect on our costs or results of operations. These same issues also could impact the value of mortgage collateral and the security for residential and commercial loans. As a mortgage lender, Trustco Bank has identified credit, market, liquidity, and operational factors as climate-related risks.
If a depository institution fails to submit an acceptable plan, it is treated as if it is “ significantly undercapitalized. ” 9 Index “ Significantly undercapitalized ” depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become “ adequately capitalized, ” requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks.
If a depository institution fails to submit an acceptable plan, it is treated as if it is “ significantly undercapitalized. ” “ Significantly undercapitalized ” depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become “ adequately capitalized, ” requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks.
The statutory provision is commonly called the “Volcker Rule,” and is not applicable to depository institutions and their holding companies whose total assets do not exceed $10 billion. As of December 31, 2024, the Company’s total assets on a consolidated basis did not exceed $10 billion. Office of Foreign Assets and Control Regulation . The U.S.
The statutory provision is commonly called the “Volcker Rule,” and is not applicable to depository institutions and their holding companies whose total assets do not exceed $10 billion. As of December 31, 2025, the Company’s total assets on a consolidated basis did not exceed $10 billion. Office of Foreign Assets and Control Regulation . The U.S.
The Company’s community commitment and involvement in its primary market areas, as well as its commitment to quality and personalized financial services, are factors that contribute to the Company’s competitiveness. Lending Activities One of our core goals is to support the communities in which we operate.
The Company’s community commitment and involvement in its primary market areas, as well as its commitment to quality and personalized financial services, are factors that contribute to the Company’s competitiveness. 6 Index Lending Activities One of our core goals is to support the communities in which we operate.
“ Critically undercapitalized ” institutions are subject to the appointment of a receiver or conservator. At December 31, 2024 and 2023, each of TrustCo and Trustco Bank met all capital adequacy requirements to which it was subject under the OCC and Federal Reserve Board regulations.
“ Critically undercapitalized ” institutions are subject to the appointment of a receiver or conservator. At December 31, 2025 and 2024, each of TrustCo and Trustco Bank met all capital adequacy requirements to which it was subject under the OCC and Federal Reserve Board regulations.
This program must include reasonable policies and procedures to detect suspicious patterns or practices that indicate the possibility of identity theft, such as inconsistencies in personal information or changes in account activity. 17 Index Federal Home Loan Bank of New York.
This program must include reasonable policies and procedures to detect suspicious patterns or practices that indicate the possibility of identity theft, such as inconsistencies in personal information or changes in account activity. Federal Home Loan Bank of New York.
The Bank accounted for substantially all of TrustCo ’ s 2024 consolidated net income and average assets. The Bank ’ s other active subsidiaries, Trustco Insurance Agency, Inc. and ORE Property, Inc., did not engage in any significant business activities during 2024 and 2023.
The Bank accounted for substantially all of TrustCo ’ s 2025 consolidated net income and average assets. The Bank ’ s other active subsidiaries, Trustco Insurance Agency, Inc. and ORE Property, Inc., did not engage in any significant business activities during 2025 and 2024.
Detailed disclosure of our compensation practices is set forth in the annual Proxy Statement. In addition, on October 2022, the SEC adopted a final rule implementing the incentive-based compensation recovery (“clawback”) provisions of the Dodd-Frank Act.
Detailed disclosure of our compensation practices is set forth in the annual Proxy Statement. 20 Index In addition, on October 2022, the SEC adopted a final rule implementing the incentive-based compensation recovery (“clawback”) provisions of the Dodd-Frank Act.
Under the capital rules, the minimum capital ratios are: • 4.5% CET1 to risk-weighted assets; • 6.0% Tier 1 capital to risk-weighted assets; • 8.0% Total capital to risk-weighted assets; and • 4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (the “ leverage ratio ” ).
Under the capital rules, the minimum capital ratios are: • 4.5% CET1 to risk-weighted assets; • 6.0% Tier 1 capital to risk-weighted assets; • 8.0% Total capital to risk-weighted assets; and 9 Index • 4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (the “ leverage ratio ” ).
The Company is also subject to the rules and reporting requirements of The Nasdaq Stock Market LLC, on which its common stock is traded. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) significantly changed the regulation of financial institutions, such as community banks, thrifts, and small bank and thrift holding companies, and the financial services industry.
The Company is also subject to the rules and reporting requirements of the Nasdaq Global Select Market, on which its common stock is traded. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) significantly changed the regulation of financial institutions, such as community banks, thrifts, and small bank and thrift holding companies, and the financial services industry.
Our Market Area At year-end 2024, the Bank operated 154 automatic teller machines and 136 banking offices in Albany, Columbia, Dutchess, Greene, Montgomery, Orange, Putnam, Rensselaer, Rockland, Saratoga, Schenectady, Schoharie, Ulster, Warren, Washington, and Westchester counties of New York, Brevard, Charlotte, Flagler, Hillsborough, Indian River, Lake, Manatee, Martin, Orange, Osceola, Palm Beach, Polk, Sarasota, Seminole, and Volusia counties in Florida, Bennington County in Vermont, Berkshire County in Massachusetts and Bergen County in New Jersey.
Our Market Area At year-end 2025, the Bank operated 154 automatic teller machines and 134 banking offices in Albany, Columbia, Dutchess, Greene, Montgomery, Orange, Putnam, Rensselaer, Rockland, Saratoga, Schenectady, Schoharie, Ulster, Warren, Washington, and Westchester counties of New York; Brevard, Charlotte, Flagler, Hillsborough, Indian River, Lake, Manatee, Martin, Orange, Osceola, Palm Beach, Polk, Sarasota, Seminole, and Volusia counties in Florida; Bennington County in Vermont; Berkshire County in Massachusetts; and Bergen County in New Jersey.
The Bank is subject to periodic examinations by the OCC regarding these and related matters. During these examinations, the examiners may require the Bank to increase its allowance for loan losses, change the classification of loans, and/or recognize additional charge-offs based on their judgments, which can impact our capital and earnings. Enforcement .
The Bank is subject to periodic examinations by the OCC regarding these and related matters. During these examinations, the examiners may require the Bank to increase its allowance for credit losses on loans, change the classification of loans, and/or recognize additional charge-offs based on their judgments, which can impact our capital and earnings.
In May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the "Regulatory Relief Act"), was enacted to modify or remove certain financial reform rules and regulations.
In May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Regulatory Relief Act”), was enacted to modify or remove certain financial reform rules and regulations.
That practice has since been expanded to include Assistant Vice Presidents and other departmental team members who play key roles in the day-to-day activities that are essential to the bank’s overall success. These two actions have been highly successful.
Since then, that practice was expanded to include Assistant Vice Presidents and other departmental team members who play key roles in the day-to-day activities that are essential to the bank’s overall success. These two actions have been highly successful.
Federal regulations generally require that the Company disclose its privacy policy and practices concerning its sharing of “non-public personal information,” to individual customers at the time of establishing the customer relationship and annually thereafter.
Federal regulations generally require that the Company disclose its privacy policy and practices concerning its sharing of “non-public personal information,” to individual customers at the time of establishing the customer relationship and, in certain circumstances, annually thereafter.
Climate-Related Risk Management and Regulation . Climate change may be associated with rising sea levels as well as extreme weather conditions such as more intense hurricanes, thunderstorms, tornadoes, drought and snow or ice storms. Extreme weather conditions may increase our costs or cause damage to our facilities, and any damage resulting from extreme weather may not be fully insured.
Climate change may be associated with rising sea levels as well as extreme weather conditions such as more intense hurricanes, thunderstorms, tornadoes, drought and snow or ice storms. Extreme weather conditions may increase our costs or cause damage to our facilities, and any damage resulting from extreme weather may not be fully insured.
As of December 31, 2024 and 2023, the Bank owned $6.5 million and $6.2 million, respectively, in FHLB of New York stock, which was in compliance with its obligations. Mergers and Acquisitions .
As of December 31, 2025 and 2024, the Bank owned $6.6 million and $6.5 million, respectively, in FHLB of New York stock, which was in compliance with its obligations. Mergers and Acquisitions .
Additionally, third party relationship risk management and banking as a service arrangements (including with respect to deposit products and services) have been topics of focus for federal bank regulators in 2024 and further rulemaking activity or guidance may be forthcoming. 16 Index Consumer Privacy and Cybersecurity.
Additionally, third party relationship risk management and banking as a service arrangements (including with respect to deposit products and services) have been topics of focus for federal bank regulators in recent years and further rulemaking activity or guidance may be forthcoming. Consumer Privacy and Cybersecurity.
The Regulatory Relief Act also expanded the definition of qualified mortgages that may be held by a financial institution and simplified the regulatory capital rules for financial institutions and their holding companies with total consolidated assets of less than $10 billion by instructing the federal banking regulators to establish a single "Community Bank Leverage Ratio" of 9 percent.
The Regulatory Relief Act also expanded the definition of qualified mortgages that may be held by a financial institution and simplified the regulatory capital rules for financial institutions and their holding companies with total consolidated assets of less than $10 billion by instructing the federal banking regulators to establish a single “Community Bank Leverage Ratio” (“CBLR”) of 9%.
The DOJ withdrew its 1995 Bank Merger Guidelines and issued the 2024 Banking Addendum to its 2023 Merger Guidelines.
In September 2024, the DOJ withdrew its 1995 Bank Merger Guidelines and issued the 2024 Banking Addendum to its 2023 Merger Guidelines.
If the best candidate for an available position is not identified from within our existing talent pool, we will look externally for the best talent, and our recruitment strategy focuses on searching for candidates directly through our participation in job fairs and social media advertising, and through our professional networks and other associations that represent diverse groups.
If the best candidate for an available position is not identified from within our existing talent pool, we will look externally for the best talent, and our recruitment strategy focuses on searching for candidates directly through our participation in job fairs and social media advertising, and through our professional networks and other associations located in the communities that we serve.
The proposed amendments would require supervised institutions to identify, evaluate and document the regulated institution’s money laundering, terrorist financing and other illicit finance activity risks, as well as consider, as appropriate, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network’s (“FinCEN”) published national AML/CFT priorities. Guidance for Third-Party Relationships.
The proposed amendments would require supervised institutions to identify, evaluate and document the regulated institution’s money laundering, terrorist financing and other illicit finance activity risks, as well as consider, as appropriate, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network’s (“FinCEN”) published national AML/CFT priorities. The Company continues to monitor the rulemaking process. 17 Index Guidance for Third-Party Relationships.
The Bank ’ s transactions with “ affiliates ” (generally, any company that controls or is under common control with the Bank, including TrustCo) is limited by Sections 23A and 23B of the Federal Reserve Act and the Federal Reserve Board ’ s implementing Regulation W.
Transactions with Affiliates and Other Related Parties . The Bank ’ s transactions with “ affiliates ” (generally, any company that controls, is controlled by, or is under common control with the Bank, including TrustCo) are limited by Sections 23A and 23B of the Federal Reserve Act and the Federal Reserve Board ’ s implementing Regulation W.
The aggregate market value of the assets under trust, custody, or management of the trust department of the Bank was approximately $1.15 billion as of December 31, 2024. The daily operations of the Bank remain the responsibility of its officers, subject to the oversight of its Board of Directors and overall supervision by TrustCo.
The aggregate market value of the assets under trust, custody, or management of the trust department of the Bank was approximately $1.27 billion as of December 31, 2025. 5 Index The daily operations of the Bank remain the responsibility of its officers, subject to the oversight of its Board of Directors and overall supervision by TrustCo.
Although the Company has and will continue to incur additional expense in complying with the corporate governance provisions of federal law and the resulting regulations, management does not expect that such compliance will have a material impact on the Company ’ s financial condition or results of operations. Federal Savings Institution Regulation Business Activities .
Although the Company has incurred, and expects to continue to incur, additional expense in complying with the corporate governance provisions of federal law and the resulting regulations, management does not expect such compliance to have a material impact on the Company’s financial condition or results of operations. Federal Savings Institution Regulation Business Activities .
In its principal market areas, the Capital District area of New York State and central Florida, TrustCo ’ s principal competitors are local branch operations of super-regional banks, branch offices of money center banks, and locally based commercial banks and savings institutions. The Bank is the largest depository institution headquartered in the Capital District area of New York State.
In its principal market areas, the Capital District area of New York State and central Florida, TrustCo ’ s principal competitors are local branch operations of super-regional banks, branch offices of money center banks, and locally based commercial banks and savings institutions.
The breakdown of investment portfolio is described in detail in the 2024 Annual Report to Shareholders for the year ended December 31, 2024. Sources of Funds General . Deposits, borrowings and loan repayments are the major sources of our funds for lending and other investment purposes.
The breakdown of investment portfolio is described in detail in the Annual Report to Shareholders for the year ended December 31, 2025 (“2025 Annual Report to Shareholders”). 7 Index Sources of Funds General . Deposits, borrowings and loan repayments are the major sources of our funds for lending and other investment purposes.
The largest part of such business consists of accepting deposits and making loans and investments. Trustco Bank also lends in Essex and Fulton counties of New York, Essex, Hudson, Morris, and Passaic counties of New Jersey, Collier, Lee, Marion, Pasco, Pinellas, St. Johns, St. Lucie, and Sumter counties of Florida, where it has no branch locations.
The largest part of such business consists of accepting deposits and making loans and investments. Trustco Bank also lends in Fulton county of New York, and Collier, Lee, Marion, Pasco, Pinellas, St. Johns, and St. Lucie counties of Florida, where it has no branch locations.
In addition, on June 29, 2023, in response to the increased risk relating to commercial real estate loans, the federal banking agencies issued a final Interagency Policy Statement on prudent Commercial Real Estate Loan Accommodations and Workouts. The new policy statement updates, expands on and supersedes existing guidance from 2009.
In addition, on June 29, 2023, in response to the increased risk relating to commercial real estate loans, the federal banking agencies issued a final Interagency Policy Statement on prudent Commercial Real Estate Loan Accommodations and Workouts. The policy statement updated, expanded on and superseded existing guidance from 2009.
Any qualifying depository institution or its holding company that exceeds the "community bank leverage ratio" will be considered to have met generally applicable leverage and risk-based regulatory capital requirements and any qualifying depository institution that exceeds the ratio will be considered to be "well capitalized" under the prompt corrective action rules.
Any qualifying depository institution or its holding company that exceeds the CBLR will be considered to have met generally applicable leverage and risk-based regulatory capital requirements and any qualifying depository institution that exceeds the ratio will be considered to be “well capitalized” under the prompt corrective action rules.
At December 31, 2024, the Bank had a Tier 1 leverage ratio (Tier 1 capital to total average consolidated assets) of 10.62%, CET1 capital ratio (CET1 capital to risk-weighted assets) of a 18.54%, Tier 1 capital ratio (Tier 1 capital to risk-weighted assets) of 18.54%, and a total capital ratio (total capital to risk-weighted assets) of 19.80%.
Also at December 31, 2025, the Company had a Tier 1 leverage ratio (Tier 1 capital to total average consolidated assets) of 10.62%, CET1 capital ratio (CET1 capital to risk-weighted assets) of 18.54%, a Tier 1 capital ratio (Tier 1 capital to risk-weighted assets) of 18.540% and a total capital ratio (total capital to risk-weighted assets) of 19.80%.
Most notably, it (i) adds a new discussion of short-term loan accommodations, (ii) expands guidance regarding the evaluation and assessment of guarantors to also encompass loan sponsors, (iii) incorporates information about changes to accounting principles since 2009, and (iv) updates and expands the illustrative examples of commercial real estate loan workouts.
Most notably, it (i) added a discussion of short-term loan accommodations, (ii) expanded guidance regarding the evaluation and assessment of guarantors to also encompass loan sponsors, (iii) incorporated information about changes to accounting principles since 2009, and (iv) updated and expanded the illustrative examples of commercial real estate loan workouts.
All employees are eligible to apply for open department and branch positions following their introductory period, and during 2024, 153 (roughly 19%) of our employees were promoted within the Bank.
All employees are eligible to apply for open department and branch positions following their introductory period, and during 2025, 117 (roughly 14%) of our employees were promoted within the Bank.
Compliance with the new rules was required by May 1, 2022. Further, on July 26, 2023, the SEC adopted final rules that require public companies to promptly disclose material cybersecurity incidents on Form 8-K and detailed information regarding their cybersecurity risk management and governance on an annual basis on Form 10-K.
Further, on July 26, 2023, the SEC adopted final rules that require public companies to promptly disclose material cybersecurity incidents on Form 8-K and detailed information regarding their cybersecurity risk management and governance on an annual basis on Form 10-K.
Average balances and rates 20 B. Uninsured and time deposits over $250,000 19 This information should not be construed to imply any conclusion on the part of the management of TrustCo that the results, causes, or trends indicated therein will continue in the future.
Uninsured and time deposits over $250,000 18 23 Index This information should not be construed to imply any conclusion on the part of the management of TrustCo that the results, causes, or trends indicated therein will continue in the future.
The OCC is the Bank ’ s primary federal regulator and supervises and examines the Bank. Under the Home Owners ’ Loan Act of 1934 and OCC regulations, Trustco Bank must obtain prior OCC approval for acquisitions, and its business operations and activities are restricted.
Under the Home Owners ’ Loan Act of 1934 and OCC regulations, Trustco Bank must obtain prior OCC approval for acquisitions, and its business operations and activities are restricted.
TrustCo had 6,961 shareholders of record as of December 31, 2024 and the closing price of the TrustCo common stock on December 31 (the last trading day of 2024) was $33.31. 3 Index Subsidiaries Trustco Bank Trustco Bank is a federal savings bank engaged in providing general banking services to individuals and business.
Furthermore, TrustCo had 6,582 shareholders of record as of December 31, 2025 and the closing price of the TrustCo common stock on December 31 (the last trading day of 2025) was $41.33. Subsidiaries Trustco Bank Trustco Bank is a federal savings bank engaged in providing general banking services to individuals and businesses.
Compliance with regulatory standards regarding capital distributions could also limit the amount of dividends that TrustCo may pay to its shareholders. See Note 14 to the consolidated financial statements contained in TrustCo ’ s Annual Report to Shareholders for the year ended December 31, 2024 for information concerning the Bank ’ s regulatory capital requirements.
Compliance with regulatory standards regarding capital distributions could also limit the amount of dividends that TrustCo may pay to its shareholders. See Note 14 to the consolidated financial statements contained in TrustCo ’ s 2025 Annual Report to Shareholders for information concerning the Bank ’ s regulatory capital requirements. Regulatory Capital Requirements and Prompt Corrective Action. Regulatory Capital Rules .
Total base assessment rates currently range from 2.5 to 18 basis points for banks in the least risky category to 13 to 32 basis points for banks in the most risky category, all subject to further adjustment upward if the institution holds more than a limited amount of unsecured debt issued by another FDIC-insured institution. 11 Index The FDIC has the authority to raise or lower assessment rates, subject to limits, and to impose special additional assessments.
Total base assessment rates currently range from 2.5 to 18 basis points for banks in the least risky category to 13 to 32 basis points for banks in the most risky category, all subject to further adjustment upward if the institution holds more than a limited amount of unsecured debt issued by another FDIC-insured institution.
Because the FDIC provides deposit insurance to the Bank, the Bank also is subject to its supervision and regulation even though the FDIC is not the Bank ’ s primary federal regulator. It is anticipated that the Trump administration and the current U.S.
Because the FDIC provides deposit insurance to the Bank, the Bank also is subject to its supervision and regulation even though the FDIC is not the Bank ’ s primary federal regulator.
A bank may assign a 50% risk weight to a first-lien residential mortgage exposure that: • is secured by property that is owner-occupied or rented, • is made in accordance with “ prudent underwriting standards, ” including loan-to-value ratios, • is not 90 days or more past due or in nonaccrual status, and • is not restructured or modified. 8 Index Other first-lien residential exposures, as well as junior-lien exposures if the bank does not hold the first lien, are assigned a 100% risk weight.
A bank may assign a 50% risk weight to a first-lien residential mortgage exposure that: • is secured by property that is owner-occupied or rented, • is made in accordance with “ prudent underwriting standards, ” including loan-to-value ratios, • is not 90 days or more past due or in nonaccrual status, and • is not restructured or modified.
In December 2017, the Basel Committee published standards that it described as the finalization of the Basel III post-crisis regulatory reforms.
In December 2017, the Basel Committee published standards that it described as the finalization of the Basel III post-crisis regulatory reforms, referred to as “Basel III Endgame” or “Basel IV”.
The former United States Attorney General previously indicated that the DOJ, under his leadership, would not pursue cases against parties who comply with the laws in states which have legalized and are effectively regulating marijuana. However, enforcement policies and practices may be more restrictive under the current presidential administration.
The former United States Attorney General previously indicated that the DOJ, under his leadership, would not pursue cases against parties who comply with the laws in states which have legalized and are effectively regulating marijuana.
The summary is qualified in its entirety by reference to the particular statutory and regulatory provisions described. Changes in applicable law or regulation, and in their interpretation and application by regulatory agencies and other governmental authorities, cannot be predicted, but may have a material effect on our business, financial condition or results of operations.
Changes in applicable law or regulation, and in their interpretation and application by regulatory agencies and other governmental authorities, cannot be predicted, but may have a material effect on our business, financial condition or results of operations.
As a savings institution regulated by the OCC, the Bank must be a “ qualified thrift lender ” under either the Qualified Thrift Lender ( “ QTL ” ) test under the Home Owners ’ Loan Act or the Internal Revenue Code ’ s Domestic Building and Loan Association ( “ DBLA ” ) test to avoid certain restrictions on its and the Company ’ s operations and activities.
As a savings institution regulated by the OCC, the Bank must be a “qualified thrift lender” under either the qualified thrift lender test under the Home Owners’ Loan Act or satisfy the Internal Revenue Code’s domestic building and loan association test to avoid certain restrictions on its and the Company’s operations and activities.
The assessments paid by the Bank for the year ended December 31, 2024 totaled approximately 657 thousand. 12 Index Community Reinvestment Act .
The assessments paid by the Bank for the year ended December 31, 2025 totaled approximately $576 thousand. Community Reinvestment Act .
In October 2022, the FDIC Board finalized the increase with an effective date of January 1, 2023, applicable to the first quarterly assessment period of 2023 (i.e., January 1 through March 31, 2023). FDIC deposit insurance expense totaled $2.6 million in 2024, $2.9 million in 2023 and $1.8 million in 2022.
In October 2022, the FDIC Board finalized the increase with an effective date of January 1, 2023, applicable to the first quarterly assessment period of 2023 (i.e., January 1 through March 31, 2023).
Future changes in insurance premiums could have an adverse effect on the operating expenses and results of operations of Trustco Bank, and the Bank cannot predict what insurance assessment rates will be in the future.
FDIC deposit insurance expense totaled $2.9 million in 2025, $2.6 million in 2024 and $2.9 million in 2023. Future changes in insurance premiums could have an adverse effect on the operating expenses and results of operations of Trustco Bank, and the Bank cannot predict what insurance assessment rates will be in the future.
See the cross-references below to locate such disclosures in the Annual Report to Shareholders. Disclosure Page Number in Annual Report to Shareholders I. Distribution of assets, liabilities, and shareholders’ equity; interest rates and interest differential A. Average balance sheets 20 B. Interest income/expense and resulting yield or rate on average interest-earning assets and interest‑bearing liabilities 20 C.
Disclosure Page Number in the 2025 Annual Report to Shareholders I. Distribution of assets, liabilities, and shareholders’ equity; interest rates and interest differential A. Average balance sheets 19 B. Interest income/expense and resulting yield or rate on average interest-earning assets and interest‑bearing liabilities 19 C. Rate/volume variances 20 II. Investments in debt securities A.
An analysis under the 2023 Merger Guidelines and 2024 Banking Addendum may include consideration of theories of harm and relevant markets not considered under the 1995 Bank Merger Guidelines, which focused primarily on concentrations of deposits and branches.
An analysis under the 2023 Merger Guidelines and 2024 Banking Addendum may include consideration of theories of harm and relevant markets not considered under the 1995 Bank Merger Guidelines, which focused primarily on concentrations of deposits and branches. Whether and how the guidance might be further changed or interpreted is uncertain. 19 Index Cannabis Banking .
In April 2024, the SEC stayed the effectiveness of the final rules pending the outcome of certain legal challenges. In addition, many states have adopted, or are considering, laws that address climate and social issues. If the states in which we do business adopt such laws, it may increase our compliance costs.
In March 2025, the SEC withdrew its defense of the final rules in the pending litigation. Finally, many states have adopted, or are considering, laws that address climate and social issues. If the states in which we do business adopt such laws, it may increase our compliance costs.
Additionally, we have an active recruitment incentive program which awards existing employees for referring new employees to the Bank, which in turn helps us diversify our workforce. 20 Index Talent Development We believe in investing for the future which includes the future of our workforce, and we actively encourage and support the growth of our employees throughout their educational and career development, ensuring employees are given opportunities to develop and refine their skills to be successful within the Bank’s competitive environment.
Talent Development We believe in investing for the future which includes the future of our workforce, and we actively encourage and support the growth of our employees throughout their educational and career development, ensuring employees are given opportunities to develop and refine their skills to be successful within the Bank’s competitive environment.
The guidance provides that the strength of an institution’s lending and risk management practices with respect to such concentrations will be taken into account in supervisory guidance on evaluation of capital adequacy. Qualified Thrift Lender Test .
Although the Bank has a material amount of commercial real estate loans, it remains significantly below these thresholds. The guidance provides that the strength of an institution’s lending and risk management practices with respect to such concentrations will be taken into account in supervisory guidance on evaluation of capital adequacy. Qualified Thrift Lender Test .
Under the Dodd-Frank Act and the QM Rule, loans meeting the definition of “ qualified mortgage ” are entitled to a presumption that the lender satisfied the ability-to-repay requirements.
Under the Dodd-Frank Act and the QM Rule, loans meeting the definition of “ qualified mortgage ” are entitled to a presumption that the lender satisfied the ability-to-repay requirements. The presumption is a conclusive presumption/safe harbor for prime loans meeting the QM requirements, and a rebuttable presumption for higher-priced/subprime loans meeting the QM requirements. Unclaimed Property Laws .
We are also gathering data on an ongoing basis which focuses on the tenure of current staff. We’ve consistently maintained or improved our average tenure over the past four years, with an average tenure of approximately 5 years currently. Furthermore, the Human Resources Department conducts stay and exit interviews, which capture feedback from high turnover positions.
We’ve consistently maintained or improved our average tenure over the past four years, with an average tenure of approximately 5 years currently. Furthermore, the Human Resources Department conducts stay and exit interviews, which capture feedback from high turnover positions. These interviews are used to improve processes and procedures and inform future policy.
In a time when employee attrition is prevalent and presents significant challenges for companies throughout the country, Trustco Bank has retained 85% of the employees receiving officer equity awards.
In a time when employee attrition is prevalent and presents significant challenges for companies throughout the country, Trustco Bank has retained 90% of the employees receiving officer equity awards . Foreign Operations Neither TrustCo nor the Bank engage in any operations in foreign countries or have outstanding loans to foreign debtors.
Furthermore, on December 18, 2023, the FDIC issued an advisory on Managing Commercial Real Estate Concentrations in a Challenging Economic Environment, which conveys certain key risk management practices for FDIC-supervised institutions to consider in managing commercial real estate loan concentrations in the current economic environment. 13 Index Although the Bank has a material amount of commercial real estate loans, it remains significantly below these thresholds.
Furthermore, on December 18, 2023, the FDIC issued an advisory on Managing Commercial Real Estate Concentrations in a Challenging Economic Environment, which conveyed certain key risk management practices for FDIC-supervised institutions to consider in managing commercial real estate loan concentrations in a challenging economic environment.
Rate/volume variances 22 II. Investments in debt securities A. Maturity schedule and weighted average yield 17 III. Loan Portfolio A. Maturity schedule 14 IV. Allowance for Credit Losses A. Credit ratios - Factors driving material changes in credit ratios or related components 24,25,26 B. Allocation of the allowance for credit losses 27 V. Deposits A.
Maturity schedule and weighted average yield 16 III. Loan Portfolio A. Maturity schedule 13 IV. Allowance for Credit Losses A. Credit ratios - Factors driving material changes in credit ratios or related components 23, 24 B. Allocation of the allowance for credit losses 25 V. Deposits A. Average balances and rates 19 B.
These interviews are used to improve processes and procedures and inform future policy. Non-discrimination We recognize that everyone deserves the protection of longstanding federal civil-rights laws that protect individuals from discrimination based on race, color, religion, sex, or national origin and our training, recruiting and recognition practices support and advance these goals.
Non-discrimination We recognize that everyone deserves the protection of longstanding federal civil-rights laws that protect individuals from discrimination based on race, color, religion, sex, or national origin and our training, recruiting and recognition practices support and advance these goals. Our Human Capital Strategic Plan focuses on identifying areas of opportunity to further enhance our workforce over time.
In addition, the Regulatory Relief Act included regulatory relief for community banks regarding regulatory examination cycles, call reports, the Volcker Rule (proprietary trading prohibitions), mortgage disclosures and risk weights for certain high-risk commercial real estate loans. The new rule was effective as of January 1, 2020.
In addition, the Regulatory Relief Act included regulatory relief for community banks regarding regulatory examination cycles, call reports, the Volcker Rule (proprietary trading prohibitions), mortgage disclosures and risk weights for certain high-risk commercial real estate loans. Many of the Regulatory Relief Act’s changes are implemented through rules promulgated by the federal banking agencies.
A copy of the Company’s clawback policy is included as an exhibit to this 2024 Form 10-K. The U.S. financial regulators, including the FRB, the OCC, and the SEC, jointly proposed regulations in 2011 and again in 2016 to implement the incentive compensation requirements of Section 956 of the Dodd-Frank Act. These regulations have not been finalized.
The U.S. financial regulators, including the FRB, the OCC, and the SEC, jointly proposed regulations in 2011 and again in 2016 to implement the incentive compensation requirements of Section 956 of the Dodd-Frank Act. These regulations have not been finalized. Climate-Related Risk Management and Regulation .
In addition, federal prosecutors have significant discretion and there can be no assurance that the federal prosecutor for any district in which we operate will not choose to strictly enforce the federal laws governing cannabis.
In addition, federal prosecutors have significant discretion and there can be no assurance that the federal prosecutor for any district in which we operate will not choose to strictly enforce the federal laws governing cannabis. In the future, enforcement actions may be taken against cannabis-related businesses or financial services providers that are viewed as aiding and abetting such activities.
The Company conducts a comprehensive new employee orientation for all new hires. All employees are required to complete a minimum number of hours of Compliance, BSA/Anti-Money Laundering, Enterprise Risk, Information Security/Cyber Security and technical training annually via the Cornerstone Platform. Employees are also periodically assigned Professional Skills training via Cornerstone.
The Bank conducts a comprehensive new employee orientation for all new hires. All employees are required to complete a minimum number of hours of Compliance, BSA/Anti-Money Laundering, Enterprise Risk, Information Security/Cyber Security and other technical training, that taken as a whole makes up a comprehensive professional development program for our people.
The Company competes in this environment by providing a full range of financial services based on a tradition of financial strength and integrity dating from its inception. The Company also expects competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry.
The Company also expects competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry.
In addition, the Company is required to provide its customers with the ability to “opt-out” of having their personal information shared with unaffiliated third parties in certain circumstances. State privacy laws currently in effect and laws taking effect in the near future impact how companies can process other categories of personal information.
In addition, the Company is required to provide its customers with the ability to “opt-out” of having their personal information shared with unaffiliated third parties in certain circumstances. A growing number of state privacy laws impose requirements and restrictions on the processing of personal information.
Employee Feedback Through our training and mentoring programs, we actively encourage employee feedback. Following each training session, employees complete evaluations designed to provide constructive feedback on their trainer’s knowledge, the overall training structure, and the employee’s confidence in their ability to be successful in their new role.
Following each training session, employees complete evaluations designed to provide constructive feedback on their trainer’s knowledge, the overall training structure, and the employee’s confidence in their ability to be successful in their new role. We are also gathering data on an ongoing basis which focuses on the tenure of current staff.
Generally, we require appraisals for loans that are secured by real property. 5 Index Consumer Loans Our consumer loan portfolio includes personal installment loans, automobile financing, and overdraft lines of credit.
Generally, we require appraisals for loans that are secured by real property. Consumer Loans Our consumer loan portfolio includes personal installment loans, automobile financing, and overdraft lines of credit. The majority of our consumer loans are short-term and have fixed rates of interest that are priced based on current market interest rates and the financial strength of the borrower.
The Company cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it, or any implementing regulations would have on its financial condition or results of operations. Human Capital Resources Our Human Capital Strategic Plan guides us on our journey to foster a work environment that promotes the exchange of different ideas, philosophies, and perspectives.
The Company cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it, or any implementing regulations would have on its financial condition or results of operations.
The Company and the Bank are subject to regulatory capital requirements contained in rules published by the Federal Reserve Board, OCC, and FDIC that establish a comprehensive capital framework for all U.S. banking organizations, including the Company and the Bank. 7 Index The capital rules, among other things, provide a “ Common Equity Tier 1 ” ( “ CET1 ” ) capital measure, Tier 1 capital and total capital to risk-weighted assets ratios and a Tier 1 capital to average consolidated assets (or “leverage”) ratio.
The Company and the Bank are subject to regulatory capital requirements contained in rules published by the Federal Reserve Board, OCC, and FDIC that establish a comprehensive capital framework for all U.S. banking organizations, including the Company and the Bank.
The Dodd-Frank Act set the minimum reserve ratio to not less than 1.35% of estimated insured deposits or the comparable percentage of the FDIC ’ s assessment base. The act also required the FDIC to take the steps necessary to attain the 1.35 percent ratio by September 30, 2020, subject to an offsetting requirement for certain institutions.
The act also required the FDIC to take the steps necessary to attain the 1.35 percent ratio by September 30, 2020, subject to an offsetting requirement for certain institutions.
Supervision and Regulation Banking is a highly regulated industry, with numerous federal and state laws and regulations governing the organization and operation of banks and their affiliates. As a savings and loan holding company, TrustCo and its non-bank subsidiaries are supervised and regulated by the Board of Governors of the Federal Reserve System ( “ Federal Reserve Board ” ).
Supervision and Regulation Banking is a highly regulated industry, with numerous federal and state laws and regulations governing the organization and operation of banks and their affiliates.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur failure to adequately implement enhanced risk management policies, procedures and controls could adversely affect our ability to manage the investor real estate segment of our loan portfolio and could result in an increased rate of delinquencies in, and increased losses from, our loan portfolio, which could have a material adverse effect on our business, financial condition and results of operations. 24 Index Furthermore, a downturn in the real estate market in our primary market areas could result in an increase in the number of borrowers who default on their loans and a reduction in the value of the collateral securing their loans, which in turn could have an adverse effect on our profitability and asset quality.
Biggest changeOur failure to adequately implement enhanced risk management policies, procedures and controls could adversely affect our ability to manage the investor real estate segment of our loan portfolio and could result in an increased rate of delinquencies in, and increased losses from, our loan portfolio, which could have a material adverse effect on our business, financial condition and results of operations.
Additionally, if insurance obtained by our borrowers is insufficient to cover any losses sustained to the collateral, the decreases in the value of collateral securing our loans as a result of natural disasters or other related events could adversely impact our financial condition and results of operations.
Additionally, if insurance obtained by our borrowers is insufficient to cover any losses sustained to the collateral, the decreases in the value of collateral securing our loans as a result of natural disasters or other related events could adversely impact our financial condition and results of operations.
Although to date we have not experienced any material losses or other material consequences to date relating to technology failure, cyberattacks or other information or security breaches, whether directed at us or at third parties, there can be no assurance that our controls and procedures in place to monitor and mitigate the risks of cyber threats, including the remediation of critical information security and software vulnerabilities, will be sufficient and/or timely as to prevent material losses or consequences in the future, particularly in light of the increased sophistication and evolving nature of cyber criminals’ activity.
Although we have not experienced any material losses or other material consequences to date relating to technology failure, cyberattacks or other information or security breaches, whether directed at us or at third parties, there can be no assurance that our controls and procedures in place to monitor and mitigate the risks of cyber threats, including the remediation of critical information security and software vulnerabilities, will be sufficient and/or timely as to prevent material losses or consequences in the future, particularly in light of the increased sophistication and evolving nature of cyber criminals’ activity.
While the possession and sale of recreational marijuana is legal for adults aged 21 and older in New York State, cannabis remains classified as a Schedule I controlled substance under the federal Controlled Substances Act. Enforcement policies and practices may be highly variable between political administrations.
While the possession and sale of recreational marijuana is legal for adults aged 21 and older in New York State, cannabis currently remains classified as a Schedule I controlled substance under the federal Controlled Substances Act. Enforcement policies and practices may be highly variable between political administrations.
An extended period of shutdown of portions of the U.S. federal government could negatively impact the financial performance of certain customers and could negatively impact customers’ future access to certain loan and guaranty programs. Continued adverse political and economic conditions could have a material adverse effect on our business, financial condition and results of operations.
Moreover, an extended period of shutdown of portions of the U.S. federal government could negatively impact the financial performance of certain customers and could negatively impact customers’ future access to certain loan and guaranty programs. Continued adverse political and economic conditions could have a material adverse effect on our business, financial condition and results of operations.
In addition, economic conditions in foreign countries, including global political hostilities (including China-Taiwan and U.S.-China relations), global military conflicts (including the conflicts in the Ukraine and the Middle East), and U.S. and foreign tariff policies, could affect the stability of global financial markets, which could hinder domestic economic growth.
In addition, economic conditions in foreign countries, including global political hostilities (including China-Taiwan and U.S.-China relations), global military conflicts (including the conflicts in the Ukraine, Iran, and the Middle East), and U.S. and foreign tariff policies, could affect the stability of global financial markets, which could hinder domestic economic growth.
In addition, federal prosecutors have significant discretion and there can be no assurance that the federal prosecutor for any district in which we or our customers operate will not choose to strictly enforce the federal laws governing cannabis. Any enforcement action against a cannabis-related business customer of ours could affect our results of operation and financial condition.
Moreover, federal prosecutors have significant discretion and there can be no assurance that the federal prosecutor for any district in which we or our customers operate will not choose to strictly enforce the federal laws governing cannabis. Any enforcement action against a cannabis-related business customer of ours could affect our results of operation and financial condition.
The loss of these revenue streams and the potential loss of lower cost deposits as a source of funds could have a material adverse effect on our business, financial condition and results of operations. Risks Related to Cybersecurity, Third Parties, and Technology Our business could be adversely affected by third-party service providers, data breaches, and cyber-attacks.
The loss of these revenue streams and the potential loss of lower cost deposits as a source of funds could have a material adverse effect on our business, financial condition and results of operations. 36 Index Risks Related to Cybersecurity, Third Parties, and Technology Our business could be adversely affected by third-party service providers, data breaches, and cyber-attacks.
For more information on the risks that we face from cybersecurity threats, see “Risk Factors - Risks Related to Cybersecurity, Third Parties, and Technology.” in Part I, Item 1A of this report. 38 Index Cybersecurity Governance The Board has overall responsibility for risk oversight and has delegated oversight of our cybersecurity program to both our Risk Committee and our Audit Committee.
For more information on the risks that we face from cybersecurity threats, see “Risk Factors - Risks Related to Cybersecurity, Third Parties, and Technology.” in Part I, Item 1A of this report. 40 Index Cybersecurity Governance The Board has overall responsibility for risk oversight and has delegated oversight of our cybersecurity program to both our Risk Committee and our Audit Committee.
Furthermore, a prolonged period of inflation has caused and may continue to cause wages and other costs to the Company to increase, which could adversely affect our results of operations and financial condition. 23 Index We are exposed to credit risk in our lending activities. There are inherent risks associated with our lending and trading activities.
Furthermore, a prolonged period of inflation has caused and may continue to cause wages and other costs to the Company to increase, which could adversely affect our results of operations and financial condition. We are exposed to credit risk in our lending activities. There are inherent risks associated with our lending and trading activities.
As cyber and other data security threats continue to evolve, we may be required to expend significant additional resources to continue to modify and enhance our protective measures or to investigate and remediate any security vulnerabilities. 35 Index The development and use of artificial intelligence (“AI”) presents risks and challenges that may adversely impact our business.
As cyber and other data security threats continue to evolve, we may be required to expend significant additional resources to continue to modify and enhance our protective measures or to investigate and remediate any security vulnerabilities. The development and use of artificial intelligence (“AI”) presents risks and challenges that may adversely impact our business.
The value of the properties securing loans in our loan portfolio may be adversely impacted as a result of the changing economics of home ownership, which could require an increase in our provision for loan losses, which would reduce our profitability and could materially adversely affect our business, financial condition and results of operations.
The value of the properties securing loans in our loan portfolio may be adversely affected as a result of the changing economics of home ownership, which could require an increase in our provision for loan losses, which would reduce our profitability and could materially adversely affect our business, financial condition, and results of operations.
Any real or perceived shortcomings in our BSA/AML program may result in regulatory action against us and may prevent us from undertaking mergers and acquisitions or other expansion activities. 26 Index Risks Related to Our Operations We are dependent upon the services of our management team.
Any real or perceived shortcomings in our BSA/AML program may result in regulatory action against us and may prevent us from undertaking mergers and acquisitions or other expansion activities. Risks Related to Our Operations We are dependent upon the services of our management team.
We could have legal action taken against us by the federal government and exposure to additional liabilities and regulatory compliance costs. Offering financial products and services to the cannabis industry presents a unique set of regulatory risks due to the conflict between state and federal laws.
We could have legal action taken against us by the federal government and exposure to additional liabilities and regulatory compliance costs. 27 Index Offering financial products and services to the cannabis industry presents a unique set of regulatory risks due to the conflict between state and federal laws.
Should these events affect us, or our customers, or vendors or counterparties with which we conduct business, our results of operations could be adversely affected. The Company’s risk management framework may not be effective in mitigating risk and loss.
Should these events affect us, or our customers, or vendors or counterparties with which we conduct business, our results of operations could be adversely affected. 28 Index The Company’s risk management framework may not be effective in mitigating risk and loss.
If the Bank is unable to pay dividends to TrustCo, or if TrustCo is required to retain capital or contribute capital to the Bank, we may not be able to pay dividends on our common stock or to repurchase shares of common stock. We may be subject to a higher effective tax rate if Trustco Realty Corp.
If the Bank is unable to pay dividends to TrustCo, or if TrustCo is required to retain capital or contribute capital to the Bank, we may not be able to pay dividends on our common stock or to repurchase shares of common stock. 35 Index We may be subject to a higher effective tax rate if Trustco Realty Corp.
Furthermore, trade negotiations between the U.S. and other nations remain uncertain and could adversely impact economic and market conditions for the Company, our customers, and counterparties. 29 Index In addition, the inflationary outlook in the United States remains uncertain.
Furthermore, trade negotiations between the U.S. and other nations remain uncertain and could adversely impact economic and market conditions for the Company, our customers, and counterparties. In addition, the inflationary outlook in the United States remains uncertain.
Recent federal budget deficit concerns and political conflict over legislation to raise the U.S. government’s debt limit have increased the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession in the United States. On January 21, 2025, the U.S.
Recent federal budget deficit concerns and political conflict over legislation to raise the U.S. government’s debt limit have increased the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession in the United States.
We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as diversity, equity, inclusion, environmental stewardship, human capital management, support for our local communities, corporate governance and transparency, or fail to consider ESG factors in our business operations.
We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, human capital management, support for our local communities, corporate governance and transparency, or fail to consider ESG factors in our business operations.
In addition, these changes may also have a disproportionate effect on taxpayers in states with high residential home prices and high state and local taxes, like New York. If home ownership becomes less attractive, demand for mortgage loans could decrease.
In addition, these changes may also have a disproportionate effect on taxpayers in states with high residential home prices and high state and local taxes, such as New York. If home ownership becomes less attractive, demand for mortgage loans could decrease.
New or revised rules may increase our regulatory compliance burden and costs and restrict the financial products and services we offer to our customers. Further, there may be additional laws and regulations, or changes in policy, affecting lending and funding practices, regulatory capital limits, interest rate risk management, and liquidity standards, and future responses may result in significant changes.
New or revised rules have increased and may in the future increase our regulatory compliance burden and costs and restrict the financial products and services we offer to our customers. 33 Index Further, there may be additional laws and regulations, or changes in policy, affecting lending and funding practices, regulatory capital limits, interest rate risk management, and liquidity standards, and future responses may result in significant changes.
We did not experience any material losses relating to cybersecurity threats or incidents for the year ended December 31, 2024.
We did not experience any material losses relating to cybersecurity threats or incidents for the year ended December 31, 2025.
Inflationary pressures dissipated over the course of 2023 and 2024, with the annual inflation rate in the United States decreasing to 2.9% during December 2024 from its high of 9.1% in June 2022, as reported by the U.S. Bureau of Labor Statistics. Virtually all our assets and liabilities are monetary in nature.
Inflationary pressures dissipated from 2023 through 2025, with the annual inflation rate in the United States decreasing to 2.7% during December 2025 from its high of 9.1% in June 2022, as reported by the U.S. Bureau of Labor Statistics. Virtually all our assets and liabilities are monetary in nature.
While the FOMC has initiated a rate easing cycle, the range of potential rate paths over the coming year is wide and will ultimately be driven by the path of inflation, labor market performance and economic growth. There can be no assurances as to any future FOMC conduct.
The range of potential rate paths over the coming year is wide and will ultimately be driven by the path of inflation, labor market performance and economic growth. There can be no assurances as to any future FOMC conduct.
Approximately 62.3% of our loan portfolio is comprised of loans secured by property located in our markets in and around New York, and approximately 34.8% is comprised of loans secured by property located in Florida. This makes us vulnerable to a downturn in the local economy and real estate markets.
Approximately 64.3% of our loan portfolio is comprised of loans secured by property located in our markets in and around New York, and approximately 35.7% is comprised of loans secured by property located in Florida. This makes us vulnerable to a downturn in the local economy and real estate markets.
Environmental, social and governance (“ESG”) and diversity, equity and inclusion (“DEI”) risks could adversely affect our reputation and shareholder, employee, client and third party relationships and may negatively affect our stock price. Our business faces increasing public investor, activist, legislative and regulatory scrutiny related to ESG, anti-ESG, DEI and anti-DEI activities and developments.
Environmental, social and governance (“ESG”) risks could adversely affect our reputation and shareholder, employee, client and third party relationships and may negatively affect our stock price. Our business faces increasing public investor, activist, legislative and regulatory scrutiny related to ESG and anti-ESG.
We have implemented a program to provide financial products and services to customers that do business in the cannabis industry and the strict enforcement of federal laws and regulations regarding cannabis could result in our inability to continue to provide financial products and services to these customers.
The strict enforcement of federal laws and regulations regarding cannabis could result in our inability to continue to provide financial products and services to our customers that do business in the cannabis industry.
Our ability to pay dividends is subject to regulatory limitations and other limitations that may affect our ability to pay dividends to our stockholders or to repurchase our common stock. TrustCo is a separate legal entity from its subsidiary Trustco Bank, and does not have significant operations of its own.
We are subject to regulatory limitations and other limitations that may affect our ability to pay dividends to our stockholders or to repurchase our common stock. TrustCo is a separate legal entity from its subsidiary Trustco Bank, and does not have significant operations of its own. The availability of dividends from Trustco Bank is limited by various statutes and regulations.
These and other changes in cybersecurity and privacy regulations or the enactment of new regulations may increase our compliance costs and failure to comply with these regulations may lead to reputational damage, fines or civil damages and increased regulatory scrutiny . Non-compliance with the Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.
These and other changes in cybersecurity and privacy regulations or the enactment of new regulations may increase our compliance costs and failure to comply with these regulations may lead to reputational damage, fines or civil damages and increased regulatory scrutiny . with these regulations may lead to reputational damage, fines or civil damages and increased regulatory scrutiny.
The availability of dividends from Trustco Bank is limited by various statutes and regulations. It is possible, depending upon the financial condition of the Bank and other factors that the OCC or the Federal Reserve Board could assert that payment of dividends or other payments may result in an unsafe or unsound practice.
It is possible, depending upon the financial condition of the Bank and other factors that the OCC or the Federal Reserve Board could assert that payment of dividends or other payments may result in an unsafe or unsound practice.
Material additions to our ACLL would materially decrease our net income. 25 Index We may not be able to meet the cash flow requirements of our depositors or borrowers or meet our operating cash needs to fund corporate expansion and other activities. Liquidity is the ability to meet cash flow needs on a timely basis at a reasonable cost.
We may not be able to meet the cash flow requirements of our depositors or borrowers or meet our operating cash needs to fund corporate expansion and other activities. Liquidity is the ability to meet cash flow needs on a timely basis at a reasonable cost.
In addition, regulatory agencies, as an integral part of their examination process, may require additions to the allowance based on their judgment about information available to them at the time of their examination.
In addition, regulatory agencies, as an integral part of their examination process, may require additions to the allowance based on their judgment about information available to them at the time of their examination. Material additions to our ACLL would materially decrease our net income.
Potential adverse consequences of attacks on our computer systems or other threats include damage to our reputation, loss of customer business, litigation, and increased regulatory scrutiny, which might also result in financial loss and require additional efforts and expense to attempt to prevent such adverse consequences in the future.
These risks also arise from the same types of threats to businesses with which we deal. 38 Index Potential adverse consequences of attacks on our computer systems or other threats include damage to our reputation, loss of customer business, litigation, and increased regulatory scrutiny, which might also result in financial loss and require additional efforts and expense to attempt to prevent such adverse consequences in the future.
There can be no assurance that future tax law changes will not increase the rate of the corporate income tax significantly; impose new limitations on deductions, credits or other tax benefits; or make other changes that may adversely affect the performance of an investment in our stock.
There can be no assurance that future changes to the Code, applicable regulations, or administrative interpretations will not increase the rate of the corporate income tax, impose new limitations on deductions, credits, or other tax benefits, or otherwise adversely affect the performance of an investment in our stock.
We and our customers will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. We and our customers may face cost increases, asset value reductions, operating process changes, and the like.
Consumers and businesses also may change their behavior on their own as a result of these concerns. We and our customers will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. We and our customers may face cost increases, asset value reductions, operating process changes, and the like.
The Bank ’ s profitability depends upon its continued ability to compete successfully in its market areas. 34 Index Consumers and businesses are increasingly using non-banks to complete their financial transactions, which could adversely affect our business and results of operations.
The Bank ’ s profitability depends upon its continued ability to compete successfully in its market areas. Consumers and businesses are increasingly using non-banks to complete their financial transactions, which could adversely affect our business and results of operations. Technology and other changes are allowing consumers and businesses to complete financial transactions that historically have involved banks through alternative methods.
Specifically, the office property segment, which represents 9.6% percent of our total loan portfolio, is undergoing a structural shift given the rise of a remote work environment resulting in heightened vacancies and potentially reduced leasing needs. It is anticipated that this heightened risk environment for the office segment may take several years to resolve.
Specifically, the office property segment, which represents 9.6% percent of our total loan portfolio, is undergoing a structural shift given the rise of a remote work environment resulting in heightened vacancies and potentially reduced leasing needs.
After the benchmark federal funds interest rate reached a peak range between 5.25 percent and 5.50 percent in 2023 into 2024, the FOMC reduced the federal funds rate by 50 basis points in September 2024 and by an additional 25 basis points in November 2024, to a range of 4.50 percent to 4.75 percent.
After the benchmark federal funds interest rate reached a peak range between 5.25 percent and 5.50 percent in 2023 into 2024, the FOMC reduced the federal funds rate by a total of 100 basis points in three rate cuts in 2024 and by a total of an additional 75 basis points in three rate cuts in 2025, to a range of 3.50 percent to 3.75 percent at the end of 2025.
On March 29, 2024, we announced that our Board authorized a new stock repurchase plan to acquire up to 200,000 shares of the Company’s outstanding common stock.
On December 19, 2025, we announced that our Board authorized a new stock repurchase plan to acquire up to 2,000,000 shares of the Company’s outstanding common stock.
We currently anticipate that we will continue to be well-capitalized in accordance with the regulatory standards. 31 Index Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and our income. We are subject to extensive regulation, supervision, and examination by the OCC, Federal Reserve Board, and FDIC.
Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and our income. We are subject to extensive regulation, supervision, and examination by the OCC, Federal Reserve Board, and FDIC.
TrustCo Bank maintains a formal enterprise wide risk management (“ERM”) program which identifies, measures, monitors, and controls risk. The ERM Program and framework is designed to ensure that all elements of the risk management process are in place and operating effectively across all risk categories. Risk categories include credit, interest rate risk, liquidity, price, operational, compliance, reputation, and strategic risks.
The ERM Program and framework is designed to ensure that all elements of the risk management process are in place and operating effectively across all risk categories. Risk categories include credit, interest rate risk, liquidity, price, operational, compliance, reputation, and strategic risks.
Using guidance set forth in our ERM program, we have implemented an Information Security Program to lead and support the management of information security risks in accordance with our risk profile and business strategy. We utilize the Federal Financial Institutions Examination Council (“FFIEC”) Cybersecurity Assessment Tool to benchmark these controls and procedures.
Using guidance set forth in our ERM program, we have implemented an Information Security Program to lead and support the management of information security risks in accordance with our risk profile and business strategy. We utilize the National Institute of Standards and Technology Cybersecurity Framework to benchmark these controls and procedures.
Changes in tax laws may adversely affect us, and the Internal Revenue Service or a court may disagree with our tax positions, which may result in adverse effects on our business, financial condition, and results of operations or cash flows.
Changes in tax laws may adversely affect us, and the Internal Revenue Service or a court may disagree with our tax positions, which may result in adverse effects on our business, financial condition, and results of operations or cash flows. The Company operates in an environment in which income taxes are imposed at both the federal and state levels.
Any security breach involving confidential customer information, whether by us or by our vendors, could severely damage our reputation, expose us to the risks of litigation and regulatory liability or disrupt our operations and have a material adverse effect on our business operations. 36 Index We could suffer a material adverse impact from interruptions in the effective operation of, or security breaches affecting, our computer systems.
Any security breach involving confidential customer information, whether by us or by our vendors, could severely damage our reputation, expose us to the risks of litigation and regulatory liability or disrupt our operations and have a material adverse effect on our business operations.
We are also at risk for the impact of natural disasters, terrorism, and international hostilities on our systems or for the effects of outages or other failures involving power or communications systems operated by others. These risks also arise from the same types of threats to businesses with which we deal.
We are also at risk for the impact of natural disasters, terrorism, and international hostilities on our systems or for the effects of outages or other failures involving power or communications systems operated by others.
In the event that there are similar negative developments in the banking industry in the future, there may be increased regulatory scrutiny and new regulations directed towards regional banks similar in size to us, which may increase our costs of doing business and reduce our profitability. 30 Index Any government shutdown could adversely affect the U.S. and global economy and our liquidity, financial condition and earnings.
In the event that there are similar negative developments in the banking industry in the future, there may be increased regulatory scrutiny and new regulations directed towards regional banks similar in size to us, which may increase our costs of doing business and reduce our profitability.
During any protracted federal government shutdown, we may not be able to close certain loans and we may not be able to recognize non-interest income on the sale of loans. Some of the loans we originate are sold directly to government agencies, and some of these sales may be unable to be consummated during a shutdown.
During any protracted federal government shutdown, we may not be able to close certain loans and we may not be able to recognize non-interest income on the sale of loans.
In addition, deflationary pressures, while possibly lowering our operational costs, could have a significant negative effect on our borrowers and the values of collateral securing loans, which could negatively affect our financial performance.
In addition, deflationary pressures, while possibly lowering our operational costs, could have a significant negative effect on our borrowers and the values of collateral securing loans, which could negatively affect our financial performance. 24 Index We also are subject to reinvestment risk associated with changes in interest rates.
Although we did not have any excise tax on stock repurchases in fiscal 2024, the tax may impact our future financial results. 33 Index The changes in the federal tax laws may have an adverse effect on the market for, and the valuation of, residential properties, and on the demand for such loans in the future, and could make it harder for borrowers to make their loan payments.
Changes in federal tax laws may have an adverse effect on the market for, and the valuation of, residential properties, and on the demand for such loans in the future, and could make it harder for borrowers to make their loan payments.
We rely heavily on information systems to conduct our business and to process, record, and monitor our transactions. Risks to the systems result from a variety of factors, including the potential for bad acts on the part of hackers, criminals, employees and others.
Risks to the systems result from a variety of factors, including the potential for bad acts on the part of hackers, criminals, employees and others.
Further, we may rely on AI models developed by third parties, and would be dependent in part on the manner in which those third parties develop, train and deploy their models, including risks arising from the inclusion of any unauthorized material in the training data for their models, the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models and other matters over which we may have limited visibility.
This limited transparency increases the challenges associated with assessing the proper operation of AI models, understanding and monitoring the capabilities of the AI models, reducing erroneous output, eliminating bias and complying with regulations that require documentation or explanation of the basis on which decisions are made. 37 Index Further, we may rely on AI models developed by third parties, and would be dependent in part on the manner in which those third parties develop, train and deploy their models, including risks arising from the inclusion of any unauthorized material in the training data for their models, the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models and other matters over which we may have limited visibility.
Various federal banking agencies have recently completed significant changes to their respective CRA regulations. Federal, state or local consumer lending laws may restrict our ability to originate certain mortgage loans or increase our risk of liability with respect to such loans.
Federal, state or local consumer lending laws may restrict our ability to originate certain mortgage loans or increase our risk of liability with respect to such loans.
In addition, we have taken and may in the future take positions with respect to a number of unsettled issues for which Internal Revenue Services (“IRS”) guidance is unavailable.
In addition, we have taken and may in the future take positions with respect to a number of unsettled issues under the Code for which Internal Revenue Service (“IRS”) guidance is unavailable. There is no assurance that the IRS or a court will agree with the positions taken by us.
These factors could result in higher delinquencies and greater charge-offs in future periods, which could materially adversely affect our business, financial condition or results of operations. Our commercial loan portfolio is increasing and the inherently higher risk of loss may lead to additional provisions for credit losses or charge-offs, which would negatively impact earnings and capital.
Our commercial loan portfolio is increasing and the inherently higher risk of loss may lead to additional provisions for credit losses or charge-offs, which would negatively impact earnings and capital.
In response to ESG developments (including, in particular DEI initiatives), there are increasing instances of anti-ESG legislation and anti-DEI executive orders, adverse media coverage, regulation, and litigation that could have unintended impacts on ordinary banking operations and increase litigation or reputational risk related to actions we choose to take and impact the results of our operations.
We may incur meaningful costs with respect to our ESG efforts and if such efforts are negatively perceived, our reputation and stock price may suffer. 30 Index In response to ESG developments there are increasing instances of anti-ESG legislation, adverse media coverage, regulation, and litigation that could have unintended impacts on ordinary banking operations and increase litigation or reputational risk related to actions we choose to take and impact the results of our operations.
We also are subject to reinvestment risk associated with changes in interest rates. Changes in interest rates may affect the average life of loans and mortgage-related securities. Increases in interest rates may decrease loan demand and/or may make it more difficult for borrowers to repay adjustable rate loans.
Changes in interest rates may affect the average life of loans and mortgage-related securities. Increases in interest rates may decrease loan demand and/or may make it more difficult for borrowers to repay adjustable rate loans. Decreases in interest rates often result in increased prepayments of loans and mortgage-related securities, as borrowers refinance their loans to reduce borrowing costs.
If insurance coverage is unavailable to our borrowers due to the reluctance of insurance companies to renew policies covering the collateral or due to other factors, the resulting increase in cost of home ownership could affect the ability of borrowers to repay loans.
If insurance coverage is unavailable to our borrowers due to the reluctance of insurance companies to renew policies covering the collateral or due to other factors, the resulting increase in cost of home ownership could affect the ability of borrowers to repay loans. 25 Index These factors could result in higher delinquencies and greater charge-offs in future periods, which could materially adversely affect our business, financial condition or results of operations.
Item 1B Unresolved Staff Comments None. 37 Index Item 1C Cybersecurity Cybersecurity Risk Management and Strategy At TrustCo, we recognize the importance of information security practices designed to protect the confidentiality, integrity, and availability of company information and the personal information that our customers share with us.
Item 1C Cybersecurity Cybersecurity Risk Management and Strategy At TrustCo, we recognize the importance of information security practices designed to protect the confidentiality, integrity, and availability of company information and the personal information that our customers share with us. TrustCo Bank maintains a formal enterprise wide risk management (“ERM”) program which identifies, measures, monitors, and controls risk.
Weakness in the residential real estate markets could adversely affect our performance. As of December 31, 2024, consumer residential real estate loans represented approximately 94.1% of our total loan portfolio.
Our emphasis on residential mortgage loans exposes us to lending risks, and any weakness in the residential real estate markets could adversely affect our performance. As of December 31, 2025, consumer residential real estate loans represented approximately 93.8% of our total loan portfolio.
All service offerings, including current offerings and those which may be provided in the future, may become more risky due to changes in economic, competitive and market conditions beyond our control. 27 Index We are exposed to climate risk.
All service offerings, including current offerings and those which may be provided in the future, may become more risky due to changes in economic, competitive and market conditions beyond our control. Digital banking trends may create deposit volatility, which could adversely affect our operations, profitability and competitive position.
Such actual or perceived failures could also cause our customers to lose trust in us, which could have an adverse effect on our business.
Such actual or perceived failures could also cause our customers to lose trust in us, which could have an adverse effect on our business. Restrictions on data collection and use may limit opportunities to gain business insights useful to running our business and offering innovative products and services.
Restrictions on data collection and use may limit opportunities to gain business insights useful to running our business and offering innovative products and services. 32 Index We are subject to numerous federal, state, and international regulations regarding the privacy and security of personal information. These laws vary widely by jurisdiction and are constantly evolving.
We are subject to numerous federal, state, and international regulations regarding the privacy and security of personal information. These laws vary widely by jurisdiction and are constantly evolving.
These two factors, given sufficiently severe impacts, could affect liquidity. Additionally, severe weather and other climate events could impact hiring and retention of employees, facilities management, retail services, and technology infrastructure, thus creating operational risk. Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.
Severe physical impacts from climate change, such as rising sea levels, could reduce the value of residential and/or commercial portfolio. These two factors, given sufficiently severe impacts, could affect liquidity. Additionally, severe weather and other climate events could impact hiring and retention of employees, facilities management, retail services, and technology infrastructure, thus creating operational risk.
Any downgrade in the credit rating of the U.S. government or default by the U.S. government as a result of political conflicts over legislation to raise the U.S. government’s debt limit may have a material adverse effect on us.
Higher inflation, or volatility and uncertainty related to inflation, could also reduce demand for our products, adversely affect the creditworthiness of our borrowers or result in lower values for our investment securities and other interest-earning assets. 31 Index Any downgrade in the credit rating of the U.S. government or default by the U.S. government as a result of political conflicts over legislation to raise the U.S. government’s debt limit may have a material adverse effect on us.
In such cases, you may lose all or part of your investment. 22 Index Risks Related to Our Lending Activities Changes in interest rates may significantly impact our financial condition and results of operations Like other financial institutions, we are subject to interest rate risk.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may negatively affect our business, financial condition or results of operations. Risks Related to Our Lending Activities Changes in interest rates may significantly impact our financial condition and results of operations Like other financial institutions, we are subject to interest rate risk.
Adverse climate factors could impact the ability of loan customers to timely repay their loans. Adverse climate impacts also could adversely impact the stock and bond markets which could adversely affect TrustCo’s non-interest income earning potential. Severe physical impacts from climate change, such as rising sea levels, could reduce the value of residential and/or commercial portfolio.
As a mortgage lender, Trustco Bank has identified credit, market, liquidity, and operational factors as climate-related risks. Adverse climate factors could impact the ability of loan customers to timely repay their loans. Adverse climate impacts also could adversely impact the stock and bond markets which could adversely affect TrustCo’s non-interest income earning potential.
If our allowance for credit losses on loans (“ACLL”) is not sufficient to cover expected loan losses, our earnings could decrease.
It is anticipated that this heightened risk environment for the office segment may take several years to resolve. 26 Index If our allowance for credit losses on loans (“ACLL”) is not sufficient to cover expected loan losses, our earnings could decrease.
Additionally, we may face pressure to not do business in certain industries that are viewed as harmful to the environment or are otherwise negatively perceived, which could impact our growth. 28 Index Additionally, investors and shareholder advocates are placing ever increasing emphasis on how corporations address ESG issues in their business strategy when making investment decisions and when developing their investment theses and proxy recommendations.
Additionally, we may face pressure to not do business in certain industries that are viewed as harmful to the environment or are otherwise negatively perceived, which could impact our growth.
The Company operates in an environment that imposes income taxes on its operations at both the federal and state levels to varying degrees. Strategies and operating routines have been implemented to minimize the impact of these taxes. Consequently, any change in tax legislation could significantly alter the effectiveness of these strategies.
Strategies and operating routines have been implemented to minimize the impact of these taxes. Any change in tax legislation, regulations, or administrative interpretations could significantly alter the effectiveness of these strategies.
Customers can now maintain funds in prepaid debit cards or digital currencies, and pay bills and transfer funds directly without the direct assistance of banks.
For example, the wide acceptance of Internet-based commerce has resulted in a number of alternative payment processing systems and lending platforms in which banks play only minor roles. Customers can now maintain funds in prepaid debit cards or digital currencies, and pay bills and transfer funds directly without the direct assistance of banks.
Any such events could have a material adverse effect on our costs or results of operations. These same issues also could impact the value of mortgage collateral and the security for residential and commercial loans. As a mortgage lender, Trustco Bank has identified credit, market, liquidity, and operational factors as climate-related risks.
Furthermore, periods of extended inclement weather or associated flooding may inhibit construction activity adversely affecting the use of some of our lending products. Any such events could have a material adverse effect on our costs or results of operations. These same issues also could impact the value of mortgage collateral and the security for residential and commercial loans.
Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts. Consumers and businesses also may change their behavior on their own as a result of these concerns.
Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers. Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts.
Climate change may be associated with rising sea levels as well as extreme weather conditions such as more intense hurricanes, thunderstorms, tornadoes, drought and snow or ice storms. Extreme weather conditions may increase our costs or cause damage to our facilities, and any damage resulting from extreme weather may not be fully insured.
While we have policies and procedures designed to prevent such losses, there can be no assurance that such losses will not occur. 29 Index We are exposed to climate risk. Climate change may be associated with rising sea levels as well as extreme weather conditions such as more intense hurricanes, thunderstorms, tornadoes, drought and snow or ice storms.
Many of our facilities are located near coastal areas or waterways where rising sea levels or flooding could disrupt our operations or adversely impact our facilities. Furthermore, periods of extended inclement weather or associated flooding may inhibit construction activity adversely affecting the use of some of our lending products.
Extreme weather conditions may increase our costs or cause damage to our facilities, and any damage resulting from extreme weather may not be fully insured. Many of our facilities are located near coastal areas or waterways where rising sea levels or flooding could disrupt our operations or adversely impact our facilities.
There is no assurance that the IRS or a court will agree with the positions taken by us, in which case tax penalties and interest may be imposed that could adversely affect our business, financial condition, results of operations and cash flows.
If the IRS or a court were to successfully challenge any such position, we could be subject to additional taxes, penalties, and interest, which could adversely affect our business, financial condition, results of operations, and cash flows.
A downgrade, or a similar action by other rating agencies, in response to current political dynamics, as well as sovereign debt issues facing the governments of other countries, could generally have a material adverse impact on financial markets and economic conditions in the U.S. and worldwide and, therefore, materially adversely affect our business, financial condition and results of operations.
On May 16, 2025, Moody’s Ratings downgraded the U.S. long-term issuer and senior unsecured ratings to Aa1 from Aaa and changed its outlook to stable from negative. Further downgrades could generally have a material adverse impact on financial markets and economic conditions in the U.S. and worldwide and, therefore, materially adversely affect our business, financial condition and results of operations.
Item 1A. Risk Factors The following are general risk factors affecting the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business operations. Any of these risks could materially and adversely affect our business, financial condition or results of operations.
Item 1A. Risk Factors In addition to the other information set forth in this 2025 Form 10-K, you should carefully consider the following factors, which could materially affect our business, financial condition or results of operations. The risks described below are not the only risks that we face.
Removed
Decreases in interest rates often result in increased prepayments of loans and mortgage-related securities, as borrowers refinance their loans to reduce borrowing costs.
Added
Residential mortgage lending is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict.
Removed
Our borrowers may not repay their loans according to the terms of the loans, and, as a result of potential declines in home prices, the collateral securing the payment of these loans may be insufficient to pay any remaining loan balance. We may experience significant loan losses, which could have a material adverse effect on our operating results.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2024, 23 of such properties are owned and 113 are leased from others on market terms. The lease terms for our banking offices are not individually material. Lease expirations range from 1 month to 19.8 years.
Biggest changeAs of December 31, 2025, 23 of such properties are owned and 111 are leased from others on market terms. The lease terms for our banking offices are not individually material. Lease expirations range from 3 months to 18.8 years.
Item 2. Properties TrustCo ’ s executive offices are located at 5 Sarnowski Drive, Glenville, New York, 12302, in a facility owned by the Company. The Company operates 136 banking offices located in New York, New Jersey, Vermont, Massachusetts and Florida.
Item 2. Properties TrustCo ’ s executive offices are located at 5 Sarnowski Drive, Glenville, New York, 12302, in a facility owned by the Company. The Company operates 134 banking offices located in New York, New Jersey, Vermont, Massachusetts and Florida.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeExecutive Officer and Secretary of TrustCo and Trustco Bank from 2017 to present. Attorney with McNamee, Lochner, Titus & William, P.C. from 1992 to 2015. Joined TrustCo and Trustco Bank in 2015. 2017 Kevin M. Curley Age 57, Executive Vice President and Chief Banking Officer Executive Vice President Retail Banking of TrustCo and Trustco Bank from December 2018 to present.
Biggest changeExecutive Officer and Secretary of TrustCo and Trustco Bank from 2017 to present. Attorney with McNamee, Lochner, Titus & William, P.C. from 1992 to 2015. Joined TrustCo and Trustco Bank in 2015. 2017 Kevin M.
Chairman of TrustCo and Trustco Bank from November 2008 to December 2010. Director of TrustCo and Trustco Bank since 2005. Joined Trustco Bank in 1995. 2001 Robert M. Leonard , Age 62, Executive Vice President and Chief Operating Officer Executive Vice President of TrustCo and Trustco Bank from 2013 to present.
Chairman of TrustCo and Trustco Bank from November 2008 to December 2010. Director of TrustCo and Trustco Bank since 2005. Joined Trustco Bank in 1995. 2001 Robert M. Leonard , Age 63, Executive Vice President and Chief Operating Officer Executive Vice President of TrustCo and Trustco Bank from 2013 to present.
Joined TrustCo and Trustco Bank in 2002. 2014 Michael Hall Age 60, General Counsel and Corporate Secretary General Counsel and Corporate Secretary of TrustCo and Trustco Bank from 2018 to present. Vice President and Counsel of TrustCo and Trustco Bank from 2015 to 2018. Assistant Secretary of TrustCo and Trustco Bank for 2016.
Joined TrustCo and Trustco Bank in 2002. 2014 Michael Hall Age 61, General Counsel and Corporate Secretary General Counsel and Corporate Secretary of TrustCo and Trustco Bank from 2018 to present. Vice President and Counsel of TrustCo and Trustco Bank from 2015 to 2018. Assistant Secretary of TrustCo and Trustco Bank for 2016.
McCormick, Age 61, Chairman, President and Chief Executive Officer Chairman, President and Chief Executive Officer of TrustCo from January 2009 to December 2010, President and Chief Executive Officer of TrustCo since January 2004, Executive Officer of TrustCo since 2001 and President and Chief Executive Officer of Trustco Bank since November 2002.
McCormick, Age 62, Chairman, President and Chief Executive Officer Chairman, President and Chief Executive Officer of TrustCo from January 2009 to December 2010, President and Chief Executive Officer of TrustCo since January 2004, Executive Officer of TrustCo since 2001 and President and Chief Executive Officer of Trustco Bank since November 2002.
Ozimek Age 50, Executive Vice President and Chief Financial Officer Executive Vice President and Chief Financial Officer, TrustCo and Trustco Bank from 2018 to present. Senior Vice President and Chief Financial Officer of TrustCo and Trustco Bank from 2014 to 2018. Executive Officer of TrustCo and Trustco Bank from 2014 to present.
Ozimek Age 51, Executive Vice President and Chief Financial Officer Executive Vice President and Chief Financial Officer, TrustCo and Trustco Bank from 2018 to present. Senior Vice President and Chief Financial Officer of TrustCo and Trustco Bank from 2014 to 2018. Executive Officer of TrustCo and Trustco Bank from 2014 to present.
Item 4. Mine Safety Disclosures Not applicable. 39 Index Information about our Executive Officers Our executive officers as of March 14, 2025, are listed below, along with their ages on that date, positions and offices held with the company, and principal occupations and employment, focused primarily on the past five years.
Item 4. Mine Safety Disclosures Not applicable. 41 Index Information about our Executive Officers Our executive officers as of March 13, 2026, are listed below, along with their ages on that date, positions and offices held with the company, and principal occupations and employment, focused primarily on the past five years.
Removed
Joined Trustco Bank in 1990. 2018 40 Index PART II
Added
Curley Age 58, Executive Vice President and Chief Banking Officer Executive Vice President, TrustCo and Trustco Bank from 2018 to present, and Chief Banking Officer of TrustCo and Trustco Bank from July 2024 to present. Senior Vice President of TrustCo and Trustco Bank from 2011 to 2018. Executive Officer of TrustCo and Trustco Bank from 2017 to present.
Added
Joined Trustco Bank in 1990. 2018 Lauren A. McCormick Age 36, Vice President and Treasurer Vice President and Treasurer of TrustCo and Trustco Bank from December 2025 to present. Assistant Corporate Secretary of TrustCo and Trustco Bank from 2022 to present. Executive Officer of TrustCo and Trustco Bank from December 2025 to present.
Added
Assistant Vice President from 2020 to December 2025. Investment Advisor, Trustco Bank Wealth Management Department from 2012 to 2022. Joined Trustco Bank in 2011. 2025 42 Index PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePeriod (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) October 1 to October 31, 2024 - $ - - 186,000 November 1 to November 30, 2024 - $ - - 186,000 December 1 to December 31, 2024 - $ - - 186,000 Total - $ - - 186,000 (1) On March 29, 2024 the Company’s Board authorized, and the Company announced, another share repurchase program of up to 200,000 shares, or approximately 1% of its currently outstanding common stock.
Biggest changePeriod (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) October 1 to October 31, 2025 129,564 $ 38.04 129,564 403,524 November 1 to November 30, 2025 319,724 $ 39.77 319,724 83,800 December 1 to December 31, 2025 83,800 $ 43.20 83,800 2,000,000 Total 533,088 $ 39.89 533,088 2,000,000 (1) On December 19, 2025 the Company’s Board authorized, and the Company announced, a share repurchase program of up to 2,000,000 shares, or approximately 11% of its currently outstanding common stock.
For discussion of corporate and regulatory limitations applicable to the payment of dividends, see “Item 1. Business-Supervision and Regulation-Dividends.” Recent Sales of Unregistered Securities. None. Issuer Purchases of Equity Securities The following table provides information about the Company’s purchases of shares of common stock during the three months ended December 31, 2024.
For discussion of corporate and regulatory limitations applicable to the payment of dividends, see “Item 1. Business-Supervision and Regulation-Dividends.” Recent Sales of Unregistered Securities. None. Issuer Purchases of Equity Securities The following table provides information about the Company’s purchases of shares of common stock during the three months ended December 31, 2025.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities TrustCo ’ s common stock is traded on The Nasdaq Stock Market, LLC under the symbol “ TRST. ” TrustCo had approximately 6,866 shareholders of record as of March 7, 2025.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities TrustCo ’ s common stock is traded on the Nasdaq Global Select Market under the symbol “ TRST. ” TrustCo had approximately 6,466 shareholders of record as of March 6, 2026.
Removed
The program expires on March 29, 2025. There were no repurchases during the three months ended December 31, 2024.
Added
The program expires on December 31, 2026. During the three months ended December 31, 2025, the Company did not repurchase any shares under this repurchase program. Prior to that, on March 18, 2025 the Company announced that its Board of Directors authorized a share repurchase program of up to 1,000,000 shares, or approximately 5% of its currently outstanding common stock.
Removed
Stock Performance Graph The TrustCo Annual Report to Shareholders for the year ended December 31, 2024, which is filed as Exhibit 13 hereto, contains a stock performance graph comparing the yearly percentage change in the Company’s cumulative total shareholder return on its common stock with the cumulative return of the Russell 2000 and S&P U.S. BMI Banks Index.
Added
The program was scheduled to expire on March 4, 2026; however, the Company purchased all 1,000,000 shares under this share repurchase program as of December 11, 2025.
Added
During the three months ended December 31, 2025, the Company repurchased a total of 533,088 shares at an average price per share of $39.89 for a total of $21.3 million under this repurchase program. 43 Index

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The information required by this this Item 7 is contained in TrustCo ’ s Annual Report to Shareholders for the year ended December 31, 2024, which is filed as Exhibit 13 hereto and incorporated herein by reference. 41 Index
Biggest changeItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The information set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (located on pages 6 through 33 of TrustCo’s 2025 Annual Report to Shareholders, which is filed as Exhibit 13 to this 2025 Form 10-K) is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures about Market Risk The information required by this Item 7A is contained in TrustCo ’ s Annual Report to Shareholders for the year ended December 31, 2024, which is filed as Exhibit 13 hereto and incorporated herein by reference.
Biggest changeItem 7A. Quantitative and Qualitative Disclosures about Market Risk The information set forth under the captions “Quantitative and Qualitative Disclosure About Market Risk” and “Interest Rate Sensitivity” (located on pages 25 through 28 of TrustCo’s 2025 Annual Report to Shareholders, which is filed as Exhibit 13 to this 2025 Form 10-K) is incorporated herein by reference.

Other TRST 10-K year-over-year comparisons