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What changed in TRUSTCO BANK CORP N Y's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of TRUSTCO BANK CORP N Y's 2023 and 2024 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 2024 report.

+294 added−200 removedSource: 10-K (2025-03-14) vs 10-K (2024-03-11)

Top changes in TRUSTCO BANK CORP N Y's 2024 10-K

294 paragraphs added · 200 removed · 157 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

84 edited+65 added−22 removed140 unchanged
Biggest changeThe Dodd-Frank Act required the federal financial regulatory agencies to adopt rules that prohibit certain banks and their affiliates from engaging in proprietary trading and investing in certain covered funds. 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.
Biggest changeThese laws are not uniform and impose varying requirements on entities, like the Bank, which may hold funds that are required to be escheated to the applicable states. Volcker Rule. The Dodd-Frank Act required the federal financial regulatory agencies to adopt rules that prohibit certain banks and their affiliates from engaging in proprietary trading and investing in certain covered funds.
Compensation Practices . Our compensation practices are subject to oversight by the FRB and the OCC. Applicable regulatory guidance on incentive compensation seek to ensure that the incentive compensation practices of banking organizations do not encourage excessive risk-taking and undermine the safety and soundness of those organizations.
Our compensation practices are subject to oversight by the FRB and the OCC. Applicable regulatory guidance on incentive compensation seek to ensure that the incentive compensation practices of banking organizations do not encourage excessive risk-taking and undermine the safety and soundness of those organizations.
Members of the Board of Directors receive regular training on an array of timely and relevant regulatory and governance topics. Currently, we have 40 (5.0%) employees who hold professional certificates and/or licenses. Additionally, our employees participated in over 25,000 hours of training, which included a recently expanded Leadership Program.
Members of the Board of Directors receive regular training on an array of timely and relevant regulatory and governance topics. Currently, we have 40 (5.0%) employees who hold professional certificates and/or licenses. Additionally, our employees participated in over 25,000 hours of training, which included a recently expanded and enhanced Leadership Program.
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. 17 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.
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.
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. 11 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 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.
These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits from, making loans to, or engaging in other types of transactions with, such customers. 13 Index The federal Consumer Financial Protection Bureau (“CFPB”) has adopted rules related to mortgage loan origination and mortgage loan servicing.
These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits from, making loans to, or engaging in other types of transactions with, such customers. The federal Consumer Financial Protection Bureau (“CFPB”) has adopted rules related to mortgage loan origination and mortgage loan servicing.
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.
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.
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, 2023 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 Annual Report to Shareholders for the year ended December 31, 2024 for information concerning the Bank ’ s regulatory capital requirements.
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 17 B. Interest income/expense and resulting yield or rate on average interest-earning assets and interest‑bearing liabilities 17 C.
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.
At December 31, 2023, the Bank had no FHLB advances and an available borrowing capacity with the FHLB which approximates the balance of securities and/or loans pledged against such borrowings. The Bank is also required to purchase and maintain stock in the FHLB of New York at or above levels specified in the FHLB of New York capital plan.
At December 31, 2024, the Bank had no FHLB advances and an available borrowing capacity with the FHLB which approximates the balance of securities and/or loans pledged against such borrowings. The Bank is also required to purchase and maintain stock in the FHLB of New York at or above levels specified in the FHLB of New York capital plan.
The Company ’ s principal subsidiary, Trustco Bank (also referred to as the “ Bank ” ), is the successor by merger to Trustco Bank, National Association. Through policy and practice, TrustCo continues to emphasize that it is an equal opportunity employer. There were 750 full-time equivalent employees of TrustCo at year-end.
The Company ’ s principal subsidiary, Trustco Bank (also referred to as the “ Bank ” ), is the successor by merger to Trustco Bank, National Association. Through policy and practice, TrustCo continues to emphasize that it is an equal opportunity employer. There were 737 full-time equivalent employees of TrustCo at year-end.
The Company also faces competition for deposits from national brokerage houses, short-term money market funds, and other corporate and government securities mutual funds. Factors affecting the acquisition of deposits include pricing, office locations and hours of operation, the variety of deposit accounts offered, and the quality of customer service provided.
The Company also faces competition for deposits from national brokerage houses, short-term money market funds, and other corporate and government securities mutual funds. 4 Index Factors affecting the acquisition of deposits include pricing, office locations and hours of operation, the variety of deposit accounts offered, and the quality of customer service provided.
Companies will be required to report on Form 8-K any cybersecurity incident they determine to be material within four business days of making that determination. The Form 8-K must describe the incident’s material impact or reasonably likely material impact on the company, including its financial condition and results of operations.
Companies are required to report on Form 8-K any cybersecurity incident they determine to be material within four business days of making that determination. The Form 8-K must describe the incident’s material impact or reasonably likely material impact on the company, including its financial condition and results of operations.
“ Critically undercapitalized ” institutions are subject to the appointment of a receiver or conservator. At December 31, 2023 and 2022, 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, 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.
In particular, certain lending authority for federal savings banks, e.g. , commercial, non-residential real property loans and consumer loans, is limited to a specified percentage of the institution ’ s capital or assets. 9 Index Insurance of Deposit Accounts .
In particular, certain lending authority for federal savings banks, e.g. , commercial, non-residential real property loans and consumer loans, is limited to a specified percentage of the institution ’ s capital or assets. Insurance of Deposit Accounts .
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.
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.
Detailed disclosure of our compensation practices are 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. 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 Basel framework, these standards generally became effective on January 1, 2023, with an aggregate output floor phasing in through January 1, 2028. 7 Index Prompt Corrective Action .
Under the Basel framework, these standards generally became effective on January 1, 2023, with an aggregate output floor phasing in through January 1, 2028. Prompt Corrective Action .
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 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.
Key Legislation Economic Growth, Regulatory Relief and Consumer Protection Act 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.
Average balances and rates 17 B. Uninsured and time deposits over $250,000 18 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.
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.
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 $2.9 million in 2023 and $1.8 million in both 2022 and 2021.
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.
Depending on a large bank's geographic concentrations of lending, the evaluation of retail lending may include assessment areas in which the bank extends loans but does not operate any deposit-taking facilities, in addition to assessment areas in which the bank has deposit-taking facilities. The rule becomes effective April 1, 2024.
Depending on a large bank's geographic concentrations of lending, the evaluation of retail lending may include assessment areas in which the bank extends loans but does not operate any deposit-taking facilities, in addition to assessment areas in which the bank has deposit-taking facilities. The rule became effective on April 24, 2024.
At year-end 2023, the Bank operated 156 automatic teller machines and 140 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 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.
As of December 31, 2023 and 2022, the Bank owned $6.2 million and $5.8 million, respectively, in FHLB of New York stock, which was in compliance with its obligations. 15 Index Mergers and Acquisitions .
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 .
Rate/volume variances 19 II. Investments in debt securities A. Maturity schedule and weighted average yield 14 III. Loan Portfolio A. Maturity schedule 11 IV. Allowance for Credit Losses A. Credit ratios - Factors driving material changes in credit ratios or related components 21,22,23 B. Allocation of the allowance for credit losses 24 V. Deposits A.
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.
The aggregate market value of the assets under trust, custody, or management of the trust department of the Bank was approximately $967 million as of December 31, 2023. 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 $1.15 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.
Dividends Most of TrustCo ’ s revenues consist of cash dividends paid to TrustCo by the Bank, payment of which is subject to various regulatory limitations, including continued compliance with minimum regulatory capital requirements, and the receipt of regulatory approval (or non-objection) from the Bank ’ s and the Company ’ s regulators. 5 Index OCC regulations impose limitations upon all capital distributions by the Bank, including cash dividends.
Dividends Most of TrustCo ’ s revenues consist of cash dividends paid to TrustCo by the Bank, payment of which is subject to various regulatory limitations, including continued compliance with minimum regulatory capital requirements, and the receipt of regulatory approval (or non-objection) from the Bank ’ s and the Company ’ s regulators.
All employees are eligible to apply for open department and branch positions following their introductory period, and during 2023, 116 (roughly 14%) 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 2024, 153 (roughly 19%) of our employees were promoted within the Bank.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
At December 31, 2023, the Bank had a Tier 1 leverage ratio (Tier 1 capital to total average consolidated assets) of 10.43%, CET1 capital ratio (CET1 capital to risk-weighted assets) of a 18.28%, Tier 1 capital ratio (Tier 1 capital to risk-weighted assets) of 18.28%, and a total capital ratio (total capital to risk-weighted assets) of 19.53%.
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%.
TrustCo had 7,358 shareholders of record as of December 31, 2023 and the closing price of the TrustCo common stock on December 29, 2023 (the last trading day of 2023) was $31.05. Subsidiaries Trustco Bank Trustco Bank is a federal savings bank engaged in providing general banking services to individuals and business.
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.
We strive to attract and retain the most talented employees by offering compensation and benefit structures that support their health, financial and emotional well-being, which includes competitive base salaries, annual bonuses, generous paid time off balances and Holiday Pay, an Employee Stock Purchase Club Program, life insurance, a 401(k) plan, the Trustco Bank Scholarship Program, a Tuition Reimbursement Program, a Student Loan Benefit Program, an Employee Assistance Program for mental and emotional support and various Company-organized wellness competitions. 18 Index Employee Recruitment and Retention Hometown Pledge Program: This year we also started the Hometown Pledge Program, which allows newly hired Trustco Bank employees to direct a contribution to the community group of their choosing.
We strive to attract and retain the most talented employees by offering compensation and benefit structures that support their health, financial and emotional well-being, which includes competitive base salaries, annual bonuses, generous paid time off balances and Holiday Pay, an Employee Stock Purchase Club Program, life insurance, a 401(k) plan, the Trustco Bank Scholarship Program, a Tuition Reimbursement Program, an Employee Assistance Program for mental and emotional support and various Company-organized wellness competitions.
The assessments paid by the Bank for the year ended December 31, 2023 totaled approximately 649 thousand. 10 Index Community Reinvestment Act .
The assessments paid by the Bank for the year ended December 31, 2024 totaled approximately 657 thousand. 12 Index Community Reinvestment Act .
In 2020, that practice was expanded it to include Assistant Vice Presidents 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.
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.
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.
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.
Violations of these laws and regulations can result in substantial civil and criminal sanctions. Consumer Privacy and Cybersecurity. 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 annually thereafter.
Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity Tier 1 capital (including unrealized gains and losses on available-for-sale-securities). The Company has made this opt-out election.
Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity Tier 1 capital (including unrealized gains and losses on available-for-sale-securities). The Company has made this opt-out election. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.
Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations. 6 Index 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 • 4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (the “ leverage ratio ” ).
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. Volcker Rule.
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.
Disclosure Pursuant to Subpart 1400 of Regulation S-K The financial disclosures related to the Company as required under Subpart 1400 of Regulation S-K are incorporated herein by reference from TrustCo ’ s Annual Report to Shareholders for the year ended December 31, 2023 (the “Annual Report to Shareholders”), which is attached as Exhibit 13 hereto and incorporated herein by reference.
Foreign Operations Neither TrustCo nor the Bank engage in any operations in foreign countries or have outstanding loans to foreign debtors. 21 Index Disclosure Pursuant to Subpart 1400 of Regulation S-K The financial disclosures related to the Company as required under Subpart 1400 of Regulation S-K are incorporated herein by reference from TrustCo ’ s Annual Report to Shareholders for the year ended December 31, 2024 (the “Annual Report to Shareholders”), which is attached as Exhibit 13 hereto and incorporated herein by reference.
The Bank ’ s other active subsidiaries, Trustco Insurance Agency, Inc. and ORE Property, Inc., did not engage in any significant business activities during 2023 and 2022.
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.
Also at December 31, 2023, the Company had a Tier 1 leverage ratio (Tier 1 capital to total average consolidated assets) of 10.78%, CET1 capital ratio (CET1 capital to risk-weighted assets) of 18.90%, a Tier 1 capital ratio (Tier 1 capital to risk-weighted assets) of 18.90% and a total capital ratio (total capital to risk-weighted assets) of 20.15%.
Also at December 31, 2024, the Company had a Tier 1 leverage ratio (Tier 1 capital to total average consolidated assets) of 11.05%, CET1 capital ratio (CET1 capital to risk-weighted assets) of 19.30%, a Tier 1 capital ratio (Tier 1 capital to risk-weighted assets) of 19.30% and a total capital ratio (total capital to risk-weighted assets) of 20.56%.
Headcount As of December 31, 2023, we had 808 employees (which collectively amount to 750 full-time equivalents), all based in the United States, with 550 employees (68%) at bank branches, 242 (30%) located in corporate offices and 16 (2%) in call centers.
Headcount As of December 31, 2024, we had 791 employees (which collectively amount to 737 full-time equivalents), all based in the United States, with 551 employees (69.5%) at bank branches, 220 (28%) located in corporate offices and 20 (2.5%) in call centers.
Activities permissible for a financial holding company are those considered financial in nature (including securities and insurance activities) or those incidental or complementary to financial activities. 8 Index A savings and loan holding company is prohibited from, directly or indirectly, acquiring more than 5% of the voting stock of another financial institution or savings and loan holding company without the prior written approval of the Federal Reserve Board.
A savings and loan holding company is prohibited from, directly or indirectly, acquiring more than 5% of the voting stock of another financial institution or savings and loan holding company without the prior written approval of the Federal Reserve Board.
A company must make its materiality determination after it has discovered a cybersecurity incident “without unreasonable delay.” In addition to incident reporting, the new rules will require companies to describe their cybersecurity processes and governance. Companies were required to begin filing the new Form 8-K disclosure on December 18, 2023.
A company must make its materiality determination after it has discovered a cybersecurity incident “without unreasonable delay.” In addition to incident reporting, the rules will require companies to describe their cybersecurity processes and governance. Personal Data Financial Rights .
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. Other Governmental Initiatives .
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.
In a time when employee attrition is prevalent and presents significant challenges for companies throughout the country, Trustco Bank has retained 93% 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.
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.
We’ve consistently maintained or improved our average tenure over the past four years, with an average tenure of about 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.
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.
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.
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.
Under current New York State tax law, 60% of the dividends received by the Bank from Trustco Realty Corp. are excluded from total taxable income for New York State income tax purposes. The Bank accounted for substantially all of TrustCo ’ s 2023 consolidated net income and average assets.
The income earned on these assets, net of expenses, is distributed in the form of dividends. Under current New York State tax law, 60% of the dividends received by the Bank from Trustco Realty Corp. are excluded from total taxable income for New York State income tax purposes.
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. Regulatory Developments Relating to the COVID-19 Pandemic.
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.
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.
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.
The nature and effects of governmental monetary policy, supervision and regulation, future legislation, inflation and other economic conditions and many other factors which affect interest rates, investments, loans, deposits, and other aspects of TrustCo ’ s operations are extremely complex and could make historical operations, earnings, assets, and liabilities not indicative of what may occur in the future. 19 Index Availability of Reports TrustCo ’ s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports can be obtained free of charge from its website, www.trustcobank.com under the “ Investor Relations ” tab.
The nature and effects of governmental monetary policy, supervision and regulation, future legislation, inflation and other economic conditions and many other factors which affect interest rates, investments, loans, deposits, and other aspects of TrustCo ’ s operations are extremely complex and could make historical operations, earnings, assets, and liabilities not indicative of what may occur in the future.
Lucie, and Sumter counties of Florida, where it has no branch locations. 3 Index The Bank provides a wide range of both personal and business banking services, including a full array of deposit products for both individuals and businesses. Trustco Bank also offers trust and investment services through its Financial Services Department.
The Bank provides a wide range of both personal and business banking services, including a full array of deposit products for both individuals and businesses. Trustco Bank also offers trust and investment services through its Financial Services Department. The Bank is supervised and regulated by the federal Office of the Comptroller of the Currency ( “ OCC ” ).
Activities permitted to multiple savings and loan holding companies include certain real estate investment activities, and other activities permitted to bank holding companies under the Bank Holding Company Act.
Activities permitted to multiple savings and loan holding companies include certain real estate investment activities, and other activities permitted to bank holding companies under the Bank Holding Company Act. Activities permissible for a financial holding company are those considered financial in nature (including securities and insurance activities) or those incidental or complementary to financial activities.
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 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 Bank ’ s subsidiary, Trustco Realty Corp., is a real estate investment trust (or “ REIT ” ) that was formed to acquire, hold and manage real estate mortgage assets, including residential mortgage loans and mortgage backed securities. The income earned on these assets, net of expenses, is distributed in the form of dividends.
Its deposits are insured by the Federal Deposit Insurance Corporation ( “ FDIC ” ) to the extent permitted by law. The Bank ’ s subsidiary, Trustco Realty Corp., is a real estate investment trust (or “ REIT ” ) that was formed to acquire, hold and manage real estate mortgage assets, including residential mortgage loans and mortgage backed securities.
These laws require substantial disclosures to consumers about personal information collection, use and sharing practices, while also allowing consumers the right to access, delete, correct, or move their data. 14 Index In addition, federal banking agencies, through the Federal Financial Institutions Examination Council, have adopted guidelines to encourage financial institutions to address cybersecurity risks and identify, assess and mitigate these risks, both internally and at critical third party service providers.
In addition, federal banking agencies, through the Federal Financial Institutions Examination Council, have adopted guidelines to encourage financial institutions to address cybersecurity risks and identify, assess and mitigate these risks, both internally and at critical third-party service providers.
From time to time, various legislative and regulatory initiatives are introduced in Congress, as well as by regulatory authorities. These initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions, proposals to change the financial institution regulatory environment, or proposals that affect public companies generally.
These initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions, proposals to change the financial institution regulatory environment, or proposals that affect public companies generally. Such legislation could change banking laws and the operating environment of the Company in substantial, but unpredictable ways.
In addition, savings institutions are prohibited from lending to any affiliate that is engaged in activities that are not permissible for bank holding companies, and no savings institution may purchase the securities of any affiliate other than a subsidiary. 12 Index The definition of “ covered transactions ” as used in Section 23A includes credit exposure on derivatives transactions and securities lending and borrowing transactions, as well as the acceptance of affiliate-issued debt obligations as collateral for a loan or an extension of credit.
In addition, savings institutions are prohibited from lending to any affiliate that is engaged in activities that are not permissible for bank holding companies, and no savings institution may purchase the securities of any affiliate other than a subsidiary.
As of December 31, 2023, 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, 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.
Regulatory Capital Requirements and Prompt Corrective Action. Regulatory Capital Rules . 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 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.
This amendment since has been adopted on a permanent basis. 16 Index 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.
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.
Companies must provide disclosures about cybersecurity risk management and governance beginning with their Form 10-K for fiscal years ending on or after December 15, 2023. Identity Theft Protection . The Fair Credit Reporting Act’s Red Flags Rule requires financial institutions with covered accounts (e.g., consumer bank accounts and loans) to develop, implement and administer an identity theft prevention program.
The Fair Credit Reporting Act’s Red Flags Rule requires financial institutions with covered accounts (e.g., consumer bank accounts and loans) to develop, implement and administer an identity theft prevention program.
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.
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 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 ” ). The OCC is the Bank ’ s primary federal regulator and supervises and examines the Bank.
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 ” ).
Most provisions of the final rule will apply beginning January 1, 2026, and the remaining provisions will apply beginning January 1, 2027. The Company is evaluating the impact of the final rule. Commercial Real Estate Lending Concentrations . The federal banking agencies have issued guidance on sound risk management practices for concentrations in commercial real estate lending.
The federal banking agencies have issued guidance on sound risk management practices for concentrations in commercial real estate lending.
On June 9, 2023, the SEC approved the Nasdaq proposed clawback listing standards, including the amendments that delay the effective date of the rules to October 2, 2023. Each listed issuer, including the Company, was required to adopt a clawback policy within 60 days after the effective date, or December 1, 2023.
On June 9, 2023, the SEC approved the Nasdaq proposed clawback listing standards, including the amendments that delay the effective date of the rules to October 2, 2023. The Board approved the adoption of an Executive Compensation Clawback Policy in October 2023 pursuant to the Nasdaq listing standards and SEC rules.
Although TrustCo would qualify to take advantage of the community bank leverage ratio framework, it has decided it would not opt-in to the framework.
Although TrustCo would qualify to take advantage of the community bank leverage ratio framework, it has decided it would not opt-in to the framework. Holding Company Activities The activities of savings and loan holding companies are governed, and limited, by the Home Owners ’ Loan Act and the Federal Reserve Board ’ s regulations.
Such legislation could change banking laws and the operating environment of the Company in substantial, but unpredictable ways. 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 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.
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.
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.
As of December 31, 2023, the most recent notification from the OCC categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. Holding Company Activities The activities of savings and loan holding companies are governed, and limited, by the Home Owners ’ Loan Act and the Federal Reserve Board ’ s regulations.
As of December 31, 2024, the most recent notification from the OCC categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. Economic Growth, Regulatory Relief and Consumer Protection Act .
The Bank also is restricted in its ability to extend credit to its directors, executive officers and 10% shareholders, as well as to entities controlled by such persons.
The definition of “ covered transactions ” as used in Section 23A includes credit exposure on derivatives transactions and securities lending and borrowing transactions, as well as the acceptance of affiliate-issued debt obligations as collateral for a loan or an extension of credit. 14 Index The Bank also is restricted in its ability to extend credit to its directors, executive officers and 10% shareholders, as well as to entities controlled by such persons.
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.
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.
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. 4 Index 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.
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeNew government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosure. 24 Index Risks Related to Market Conditions A prolonged economic downturn, especially one affecting our geographic market area, will adversely affect our operations and financial results.
Biggest changeRisks Related to Market Conditions A prolonged economic downturn, especially one affecting our geographic market area, will adversely affect our operations and financial results. Our primary lending emphasis is the origination of one-to-four family first mortgage loans on residential properties; therefore, we are particularly exposed to downturns in the U.S. housing market.
If the FOMC further increases the targeted federal funds rates, overall interest rates likely will rise, which will positively impact our interest income but may further negatively impact the entire national economy, including the housing industry in the markets we serve, by reducing refinancing activity and new home purchases.
If the FOMC increases the targeted federal funds rates, overall interest rates likely will rise, which will positively impact our interest income but may further negatively impact the entire national economy, including the housing industry in the markets we serve, by reducing refinancing activity and new home purchases.
In addition, New York law contains several provisions that may make it more difficult for a third party to acquire control of us without the approval of the board of directors, and may make it more difficult or expensive for a third party to acquire a majority of our outstanding stock.
In addition, New York law contains several provisions that may make it more difficult for a third party to acquire control of us without the approval of the Board, and may make it more difficult or expensive for a third party to acquire a majority of our outstanding stock.
Consequently, the ability of our business customers to repay their loans has and may continue to deteriorate, and in some cases this deterioration has occurred and may in the future occur quickly, which can adversely impact our results of operations and financial condition.
Consequently, the ability of our business customers to repay their loans has deteriorated and may continue to deteriorate, and in some cases this deterioration has occurred and may in the future occur quickly, which can adversely impact our results of operations and financial condition.
Small to medium-sized businesses may be impacted more during periods of high inflation as they are not able to leverage economics of scale to mitigate cost pressures compared to larger businesses.
Nevertheless, small to medium-sized businesses may be impacted more during periods of high inflation as they are not able to leverage economics of scale to mitigate cost pressures compared to larger businesses.
Our CISO is informed about and monitors prevention, detection, mitigation, and remediation efforts through regular communication and reporting from professionals in the information security team, and through the use of technological tools and software and results from third party audits. Our management-level IT Steering Committee meets on a monthly basis to discuss cybersecurity and related topics.
Our ISO is informed about and monitors prevention, detection, mitigation, and remediation efforts through regular communication and reporting from professionals in the information security team, and through the use of technological tools and software and results from third party audits. Our management-level IT Steering Committee meets on a monthly basis to discuss cybersecurity and related topics.
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. 30 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.
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.
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.
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.
We currently anticipate that we will continue to be well-capitalized in accordance with the regulatory standards. 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.
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.
Using guidance set forth in our Enterprise Risk Management 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 Federal Financial Institutions Examination Council (“FFIEC”) Cybersecurity Assessment Tool to benchmark these controls and procedures.
In such cases, you may lose all or part of your investment. 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.
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.
Operational risk exposures could adversely impact our results of operations, liquidity and financial condition, as well as cause reputational harm. 31 Index Unauthorized disclosure of sensitive or confidential client or customer information, whether through a breach of our computer systems or otherwise, could severely harm our business.
Operational risk exposures could adversely impact our results of operations, liquidity and financial condition, as well as cause reputational harm. Unauthorized disclosure of sensitive or confidential client or customer information, whether through a breach of our computer systems or otherwise, could severely harm our business.
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. 23 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. 27 Index We are exposed to climate risk.
Our CISO and EVP have extensive experience assessing and managing cybersecurity programs and cybersecurity risk. Our CISO has served in that position since 2013, is a Certified Information Security Manager, and has over 20 years of experience working at TrustCo.
Our ISO and EVP have extensive experience assessing and managing cybersecurity programs and cybersecurity risk. Our ISO has served in that position since 2013, is a Certified Information Security Manager, and has over 20 years of experience working at TrustCo.
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. 33 Index Cybersecurity Governance The Board of Directors 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. 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.
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.
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.
To date, we have not identified any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
We are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
While we have selected these third-party service providers through our vendor management process, we do not control their operations. As such, any failure on the part of these business partners to perform their various responsibilities could also adversely affect our business and operations.
While we have selected these third-party service providers through our third party risk management program, we do not control their operations. As such, any failure on the part of these business partners to perform their various responsibilities could also adversely affect our business and operations.
Our EVP, who has been an employee of TrustCo since 1986, has served in his role as Executive Vice President of Corporate Services and Risk TrustCo since 2013. Our CISO and EVP report directly to the Risk Committee on our cybersecurity program and efforts to prevent, detect, mitigate, and remediate issues.
Our EVP, who has been an employee of TrustCo since 1986, has served in his role as Executive Vice President of TrustCo since 2013. Our ISO and EVP report directly to the Risk Committee on our cybersecurity program and efforts to prevent, detect, mitigate, and remediate issues.
The Board also receives an annual update on the Company’s enterprise services, which includes both information technology and information security. Our Information Security Program is run by our Senior Vice President, Chief Compliance Officer and Chief Information Security Officer (“CISO”), who reports to our Executive Vice President of Corporate Services and Risk (“EVP”).
The Board also receives an annual update on the Company’s enterprise services, which includes both information technology and information security. Our Information Security Program is run by our Senior Vice President, Chief Risk Officer, Chief Compliance Officer and Information Security Officer (“ISO”), who reports to our Executive Vice President, Chief Operating Officer (“EVP”).
On March 17, 2023, 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 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.
Approximately 65.1% of our loan portfolio is comprised of loans secured by property located in our markets in and around New York, and approximately 34.9% 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 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.
One such change is a 1% excise tax on stock repurchases, which will increase the cost of stock repurchases and may impact our future decisions on how to return value to stockholders in the most efficient manner. Item 1B Unresolved Staff Comments None.
One such change is a 1% excise tax on stock repurchases, which will increase the cost of stock repurchases and may impact our future decisions on how to return value to stockholders in the most efficient manner.
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 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.
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.
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.
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.
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.
We anticipate increased regulatory scrutiny and new regulations directed towards regional banks similar in size to us, designed to address the recent negative developments in the banking industry, all of which may increase our costs of doing business and reduce our profitability. 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. 30 Index Any government shutdown could adversely affect the U.S. and global economy and our liquidity, financial condition and earnings.
Our Trustco Financial Services department derives its revenues primarily from investment management fees based on assets under management. Our ability to maintain or increase assets under management is subject to a number of factors, including investors’ perception of our past performance, in either relative or absolute terms, market and economic conditions, and competition from investment management companies.
Our ability to maintain or increase assets under management is subject to a number of factors, including investors’ perception of our past performance, in either relative or absolute terms, market and economic conditions, and competition from investment management companies.
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.
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.
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.
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.
Either of these results may adversely impact demand for our products and services or otherwise have a harmful effect on our business and, in turn, on our financial condition, results of operations and prospects. 22 Index Risks Related to Our Operations We are dependent upon the services of our management team.
Either of these results may adversely impact demand for our products and services or otherwise have a harmful effect on our business and, in turn, on our financial condition, results of operations and prospects.
In connection with prior political disputes over U.S. fiscal and budgetary issues leading to the U.S. government shutdown in 2011, Standard & Poor’s lowered its long-term sovereign credit rating on the U.S. from AAA to AA+. On August 1, 2023, Fitch Ratings also downgraded its U.S. long-term sovereign credit rating from AAA to AA+.
In 2011, Standard & Poor’s lowered its long-term sovereign credit rating on the U.S. from AAA to AA+. On August 1, 2023, Fitch Ratings also downgraded its U.S. long-term sovereign credit rating from AAA to AA+.
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.
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.
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.
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.
In addition, if we foreclose on these loans, our holding period for the collateral may be longer than for a single or multi-family residential property if there are fewer potential purchasers of the collateral. 21 Index If our allowance for credit losses on loans (“ACLL”) is not sufficient to cover expected loan losses, our earnings could decrease.
In addition, if we foreclose on these loans, our holding period for the collateral may be longer than for a single or multi-family residential property if there are fewer potential purchasers of the collateral.
A significant portion of our loans have fixed interest rates (or, if adjustable, are initially fixed for periods of five to 10 years) and longer terms than our deposits and borrowings.
A significant portion of our loans have fixed interest rates (or, if adjustable, are initially fixed for periods of five to 10 years) and longer terms than our deposits and borrowings. Our net interest income could be adversely affected if the rates we pay on deposits and borrowings increase more rapidly than the rates we earn on loans.
Liquidity policies and limits have been established by our board of directors, and our management monitors the overall liquidity position of Trustco Bank to ensure that various alternative strategies exist to cover unanticipated events that could affect liquidity.
The liquidity of Trustco Bank is used to make loans and to repay deposit liabilities as they become due or are demanded by customers. Liquidity policies and limits have been established by our Board, and our management monitors the overall liquidity position of Trustco Bank to ensure that various alternative strategies exist to cover unanticipated events that could affect liquidity.
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.
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.
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.
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.
A federal government shutdown could also result in reduced income for government employees or employees of companies that engage in business with the federal government, which could result in greater loan delinquencies, increased in our non-performing, criticized, and classified assets, and a decline in demand for our products and services. 26 Index The trust wealth management fees we receive may decrease as a result of poor investment performance, in either relative or absolute terms, which could decrease our revenues and net earnings.
A federal government shutdown could also result in reduced income for government employees or employees of companies that engage in business with the federal government, which could result in greater loan delinquencies, increased in our non-performing, criticized, and classified assets, and a decline in demand for our products and services.
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. 28 Index Furthermore, on August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which imposed a one percent excise tax on the value of corporate share repurchases (net of issuance).
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.
New laws and regulations may significantly affect the markets in which we do business, the markets for and value of our loans and investments, the products we offer, the fees we can charge and our ongoing operations, costs, and profitability. 27 Index Changes in cybersecurity or privacy regulations may increase our compliance costs, limit our ability to gain insight from data and lead to increased scrutiny.
New laws and regulations may significantly affect the markets in which we do business, the markets for and value of our loans and investments, the products we offer, the fees we can charge and our ongoing operations, costs, and profitability.
Repurchases are made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. 32 Index The Inflation Reduction Act of 2022, which was signed into law on August 16, 2022, contains a number of changes to U.S. federal tax laws.
Repurchases are made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance.
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.
Decreases in interest rates often result in increased prepayments of loans and mortgage-related securities, as borrowers refinance their loans to reduce borrowing costs.
Our primary lending emphasis is the origination of one-to-four family first mortgage loans on residential properties; therefore, we are particularly exposed to downturns in the U.S. housing market. The primary risks inherent in our one- to four-family loan portfolio are declines in economic conditions, elevated levels of unemployment or underemployment, and declines in residential real estate values.
The primary risks inherent in our one- to four-family loan portfolio are declines in economic conditions, elevated levels of unemployment or underemployment, and declines in residential real estate values.
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.
Such actual or perceived failures could also cause our customers to lose trust in us, which could have an adverse effect on our business.
In addition, our economy remains subject to ongoing inflationary pressures which may, adversely impact consumer and business confidence, and adversely affect the economy as well as our financial condition and results. 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.
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.
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.
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.
Higher inflation, or volatility and uncertainty related to inflation, could 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. 25 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.
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.
We collect, process, store, share, disclose and use information from and about our customers, plan participants and website and application users, including personal information and other data.
Changes in cybersecurity or privacy regulations may increase our compliance costs, limit our ability to gain insight from data and lead to increased scrutiny. We collect, process, store, share, disclose and use information from and about our customers, plan participants and website and application users, including personal information and other data.
On December 27, 2022, the Internal Revenue Services issued Notice 2023-2 which provides interim guidance on the implementation of the excise tax on stock repurchases.
Furthermore, on August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which imposed a one percent excise tax on the value of corporate share repurchases (net of issuance). On December 27, 2022, the Internal Revenue Services issued Notice 2023-2 which provides interim guidance on the implementation of the excise tax on stock repurchases.
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.
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 2023, Trustco Realty had met the two annual income tests and the distribution test. 29 Index If Trustco Realty fails to meet any of the required provisions and, therefore, does not qualify to be a REIT, our effective tax rate would increase. Changes in accounting standards could impact reported earnings.
If Trustco Realty fails to meet any of the required provisions for REITs, it could no longer qualify as a REIT and the resulting tax consequences would increase our effective tax rate or cause us to have a tax liability for prior years. Changes in accounting standards could impact reported earnings.
Disagreement over the federal budget has previously caused the U.S. federal government to shut down for periods of time.
Disagreement over the federal budget has previously caused the U.S. federal government to shut down for periods of time. On December 21, 2024, President Biden signed a bipartisan continuing resolution to extend federal spending and avert a government shutdown through March 14, 2025.
Our net interest income could be adversely affected if the rates we pay on deposits and borrowings increase more rapidly than the rates we earn on loans. 20 Index 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.
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.
Current volatility levels have diminished significantly from the peak, but a return to higher levels could cause the Company to experience an adverse effect, which may be material, on our ability to access capital and on our business, financial condition, and results of operations.
Private parties may also have the ability to challenge an institution's performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our business, financial condition and results of operations.
Removed
The Federal Open Market Committee (“FOMC”) increased the target range for the federal funds rate seven times in 2022 and four times in 2023 by a total of 525 basis points, to a range of 5.25% to 5.50% as of end of 2023. All of these increases were expressly made in response to inflationary pressures.
Added
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.
Removed
In its September and October 2023 “Beige Books”, the FRB noted that overall economic growth was modest during July and August and that there has been little to no change in overall economic activity since then. Regional banks continued to report ongoing declines in loan demand, tighter credit conditions, and narrowing loan spreads.
Added
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.
Removed
Furthermore, while most banks reported higher deposit rates, delinquency rates edged up. In addition, inflationary pressures moderated somewhat but remained widespread while conditions in the broad finance sector weakened slightly during the last reporting period. There can be no assurances as to any future FOMC conduct.
Added
External economic factors, such as changes in monetary policy and inflation and deflation, may have an adverse effect on our business, financial condition and results of operations. Inflation rose sharply at the end of 2021 and remained elevated throughout 2022 at levels not seen for over 40 years.
Removed
Ongoing inflationary pressures and continued elevated prices may affect our results of operations and financial condition. Inflation rose sharply at the end of 2021 and has remained at an elevated level through the date of this filing.
Added
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.
Removed
The liquidity of Trustco Bank is used to make loans and to repay deposit liabilities as they become due or are demanded by customers.
Added
As a result, interest rates tend to have a more significant impact on our performance than general levels of inflation or deflation. Interest rates do not necessarily move in the same direction or by the same magnitude as the prices of goods and services.
Removed
Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks. Companies are facing increasing scrutiny from customers, regulators, investors, and other stakeholders related to their environmental, social and governance (“ESG”) practices and disclosure.
Added
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.
Removed
Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights. Increased ESG related compliance costs could result in increases to our overall operational costs.
Added
A general decline in home values would adversely affect the value of collateral securing the residential real estate that we hold, as well as the volume of loan originations and the amount we realize on the sale of real estate loans.
Removed
Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could negatively impact our reputation, ability to do business with certain partners, and our stock price.
Added
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.
Removed
The macroeconomic environment in the United States is susceptible to global events and volatility in financial markets. The stock and credit markets have been experiencing significant variations in volatility levels in recent years. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers ’ underlying financial strength.
Added
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.
Removed
Additionally, ongoing military conflicts (such as the conflicts in Ukraine and in Israel and its surrounding areas) has lead, and could continue to lead, to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.
Added
Banking regulatory authorities may require banks with higher levels of investor real estate loans to implement enhanced risk management practices – including stricter underwriting, additional internal controls and risk management policies, more detailed reporting, and portfolio stress testing – as well as potential higher allowances for credit losses and capital levels as a result of investor real estate lending growth and exposure.
Removed
Although a limited budget deal was signed into law in early March, the federal government continues to be at risk of a partial shutdown if legislation to provide funding for other areas of government is not passed by March 22, 2024 as a result of political divisions in Congress and an impasse on budgetary and spending matters.
Added
Our 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.
Removed
Although we did not have any excise tax on stock repurchases in fiscal 2023, the tax may impact our future financial results.
Added
If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, our earnings and shareholders’ equity could be adversely affected.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2023, 23 of such properties are owned and 117 are leased from others on market terms. The lease terms for our banking offices are not individually material. Lease expirations range from 5 months to 20.8 years.
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.
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 140 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 136 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 changeMine Safety Disclosures Not applicable. 34 Index Information about our Executive Officers The following is a list of the names and ages as of March 11, 2024 of the executive officers of TrustCo and their business history for the past five years: Name, Age and Position With Trustco Principal Occupations Or Employment Since January 1, 2008 Year First Became Executive of TrustCo Robert J.
Biggest changeItem 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.
Executive 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. 2016 Kevin M. Curley Age 57, Executive Vice President Retail Banking Executive Vice President Retail Banking of TrustCo and Trustco Bank from December 2018 to present.
Executive 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.
McCormick, Age 60, 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 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.
Joined Trustco Bank in 1990. 2018 35 Index PART II
Joined Trustco Bank in 1990. 2018 40 Index PART II
Joined Trustco Bank in 1989. 2010 Michael Hall Age 59, 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 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.
Assistant Secretary of TrustCo and Trustco Bank from 2006 to 2009. Executive Officer of TrustCo and Trustco Bank from 2003 to present. Joined Trustco Bank in 1986. 2003 Michael M. Ozimek Age 49, 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 of TrustCo and Trustco Bank from 2010 to 2013. Secretary of TrustCo and Trustco Bank from 2003 to 2006 and 2009 to 2016. Assistant Secretary of TrustCo and Trustco Bank from 2006 to 2009. Executive Officer of TrustCo and Trustco Bank from 2003 to present. Joined Trustco Bank in 1986. 2003 Michael 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 Scot R. Salvador , Age 57, Executive Vice President Commercial Banking Executive Vice President of TrustCo and Trustco Bank since January 2004. Executive Officer of TrustCo and Trustco Bank since 2004.
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.
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. Joined TrustCo and Trustco Bank in 2002. 2014 Eric W. Schreck Age 57, Executive Vice President and Treasurer Executive Vice President and Florida Regional President of Trustco Bank from 2021 to present.
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.
Removed
Joined Trustco Bank in 1995. 2004 Robert M. Leonard , Age 61, Executive Vice President Corporate Services and Risk Executive Vice President of TrustCo and Trustco Bank from 2013 to present. Senior Vice President of TrustCo and Trustco Bank from 2010 to 2013. Secretary of TrustCo and Trustco Bank from 2003 to 2006 and 2009 to 2016.
Added
Name, Age and Position With Trustco Recent Business Experience Year First Became Executive of TrustCo Robert J.
Removed
Senior Vice President and Florida Regional President of Trustco Bank from 2009 to 2020. Treasurer of TrustCo from 2010 to present. Executive Officer of TrustCo and Trustco Bank from 2010 to present.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer 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, 2023.
Biggest changeFor 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.
Period (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, 2023 - $ - - 200,000 November 1 to November 30, 2023 - $ - - 200,000 December 1 to December 31, 2023 - $ - - 200,000 Total - $ - - 200,000 (1) On March 17, 2023 the Company’s Board of Directors authorized, and the Company announced, another share repurchase program of up to 200,000 shares, or approximately 1% of its currently outstanding common stock.
Period (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.
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 7,279 shareholders of record as of February 29, 2024.
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.
There were no repurchases during the three months ended December 31, 2023. 36 Index Stock Performance Graph The TrustCo Annual Report to Shareholders for the year ended December 31, 2023, 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.
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.
The Company’s ability to pay dividends depends on the receipt of dividends from the Bank, which is subject to a variety of limitations under federal banking regulations regarding the payment of dividends. For discussion of corporate and regulatory limitations applicable to the payment of dividends, see “Item 1.
The Company’s ability to pay dividends depends on the receipt of dividends from the Bank, which is subject to a variety of limitations under federal banking regulations regarding the payment of dividends. The Board presently intends to continue the policy of paying quarterly cash dividends.
Removed
Business-Supervision and Regulation-Dividends.” The following details the purchase of shares of TrustCo ’ s common stock made by or on behalf of TrustCo in the fourth quarter of the year ended December 31, 2023. Recent Sales of Unregistered Securities. None.
Added
The amount of any future dividends will depend on economic and market conditions, our financial condition and operating results, and other factors, including contractual restrictions and applicable government regulations and policies (such as those relating to the ability of bank and non-bank subsidiaries to pay dividends to the parent company and regulatory capital limitations).
Removed
BMI Banks Index. Such graph is incorporated herein by reference.
Added
The program expires on March 29, 2025. There were no repurchases during the three months ended December 31, 2024.

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, 2023, which is filed as Exhibit 13 hereto and incorporated herein by reference.
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

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, 2023, which is filed as Exhibit 13 hereto and incorporated herein by reference.
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.

Other TRST 10-K year-over-year comparisons